Common use of Governing Law and Arbitration Clause in Contracts

Governing Law and Arbitration. This Agreement will be interpreted in accordance with the substantive law, not including conflicts of law principles, of the State of Utah. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the 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 “Rules”) in effect on the date of the 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 will be conducted in the County of New York, State of New York by a sole arbitrator appointed pursuant to the Rules. 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 any opposing costs awards will be offset. The award of the arbitrator will be final and binding on the parties, and judgment may be entered on the award and 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. This The validity, construction, interpretation, and effect of this Agreement will shall be interpreted governed by the substantive laws of Texas, excluding conflicts laws and choice of law principles. Any dispute, controversy, or claim (a "Dispute") arising out of or in connection with this Agreement or the furnishing of products and/or Goods hereunder shall be referred to and determined by binding arbitration, as the sole and exclusive remedy of the Parties as to the Dispute, conducted in accordance with the substantive law, not including conflicts of law principles, of the State of Utah. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the 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 “Rules”"AAA") arbitration rules for commercial disputes, as in effect on the date hereof (the "Rules"), which are deemed to be incorporated by reference, and the Federal Arbitration Act (Title 9 of the commencement United States Code), except that in the event of any conflict between those Rules and the arbitration provisions set forth below, the provisions set forth below shall govern and control. The arbitral tribunal (the "Tribunal") shall use the substantive laws of Texas, excluding conflicts laws and choice of law principles, in construing and interpreting this Agreement, and direct the Tribunal to respect the Parties' selection of the law governing the interpretation of this Agreement. The Tribunal shall be composed of three arbitrators, with each Party appointing one arbitrator, and the two arbitrators so appointed appointing the third arbitrator who shall act as Chairman of the Tribunal. Should any arbitrator fail to be appointed as aforesaid, then such arbitrator shall be appointed by the AAA in accordance with the Rules. Should a vacancy in the Tribunal arise because any arbitrator dies, resigns, refuses to act, or becomes incapable of performing his functions, the vacancy shall be filled by the method by which that arbitrator was originally appointed. The language of the arbitration, and applying the substantive law submission of all writings, the decision of the State of UtahTribunal, without reference to its laws relating to conflicts of lawand the reasons supporting such decision, shall be in English. The arbitration will shall be in Houston, Texas, and the proceedings shall be conducted and concluded as soon as reasonably practicable, based upon the schedule established by the Tribunal, but in any event the County decision of New Yorkthe Tribunal shall be rendered within one hundred twenty (120) days following the selection of the Chairman of the Tribunal. Any decision of the Tribunal shall be made by the majority of the arbitrators comprising the Tribunal. No award shall be made for punitive, State special, exemplary, or consequential damages, including loss of New York by a sole arbitrator appointed pursuant to the Rulesprofits or loss of business opportunity. Any monetary award shall be made in U.S. Dollars, free of any tax or other deduction. 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 any opposing costs awards will be offset. The award of the arbitrator will Tribunal pursuant hereto shall be final and binding upon the Parties and shall be enforceable in accordance with The New York Convention on the partiesRecognition and Enforcement of Foreign Arbitral Awards (1958). 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 judgment may be entered on claimed by, any such Party in any arbitration proceeding. The Parties shall treat all matters relating to the award arbitration as confidential. Subject to each Party’s right to cooperate fully with the United State authorities, the Parties understand and enforced 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. It is the desire of the Parties that any court of competent jurisdiction. Notwithstanding Dispute be resolved quickly and at the foregoinglowest possible cost, either party may seek injunctive relief or other provisional remedies and the Tribunal shall act in aid of arbitration from a court of competent jurisdiction manner consistent with these intentions, including limiting discovery to only that which is absolutely necessary to enable the Tribunal to render a fair decision which reflects the Parties' intent set forth 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 HEREBYAgreement.

Governing Law and Arbitration. This The construction, validity and performance of this Agreement will shall be interpreted in accordance with governed by the substantive lawlaws of the Cayman Islands, not including conflicts without reference to conflict of law principles, of the State of Utah. Any dispute, controversy or claim or controversy arising out of or of, relating to or in connection with this Agreement, including any dispute regarding its existence, validity or termination, or the performance or breach of this Agreement or shall be referred to and finally resolved by arbitration under the breach, termination, enforcement, interpretation or validity thereof, including the determination Rules of the 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 “Rules”) in effect on the date of the commencement International Chamber of Commerce (the “ICC”), which Rules are deemed to be incorporated by reference into this clause, except that any provisions in those Rules which relate to the nationality of arbitrators shall be disapplied in their entirety. The procedure for arbitration will be as follows: the arbitral tribunal (the “Tribunal”) shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the Tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the ICC. The seat of arbitration shall be Hong Kong and the language of the arbitration shall be English. The Tribunal shall have no authority to award punitive or other punitive type damages. By agreeing to arbitration, the Consortium Members do not intend to deprive any court of competent jurisdiction of its ability to issue any form of provisional remedy, including but not limited to a preliminary injunction or attachment in aid of the arbitration, and applying the substantive law of the State of Utah, without reference to its laws relating to conflicts of lawor order any interim or conservatory measure. The arbitration will be conducted in the County of New York, State of New York A request for such provisional remedy or interim or conservatory measure by a sole arbitrator appointed pursuant Consortium Member to the Rules. The arbitrator(s) will deliver a reasoned written decision with respect court shall not be deemed a waiver of this agreement 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 any opposing costs awards will be offsetarbitrate. The award rendered by the Tribunal, which shall cover which Consortium Member shall bear the costs of the arbitrator will arbitration, shall be final and binding on the parties, and judgment Consortium Members. Judgment on the award may be entered on the award and enforced by in 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. This Agreement and all matters related thereto shall be governed by and interpreted under the laws of the State of New York. The Parties shall engage in good faith consultation to resolve any dispute arising out of or in connection with this Agreement. Such consultation will begin immediately after one Party has delivered to the other party a request for consultation. If the dispute cannot be interpreted resolved 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 to be conducted in accordance with the substantive lawJAMS rules then in effect at the time of submission. Unless otherwise mutually agreed upon by the Parties, not including conflicts the place of law principlesarbitration will be New York, New York. The official language of the State of Utah. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, arbitration will be finally settled by binding arbitration administered by the American Arbitration Association English. The tribunal will consist of one arbitrator to be appointed in accordance with its Commercial Arbitration Rules (the “Rules”) in effect on JAMS rules. The Parties agree that they shall share equally the date cost of the commencement arbitration filing and hearing fees and the cost of the arbitration, arbitrator and applying the substantive law administrative fees of the State of Utah, without reference to JAMS. Each Party shall bear its laws relating to conflicts of law. The arbitration will be conducted in the County of New York, State of New York by a sole arbitrator appointed pursuant to the Rules. 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 own costs relating to that aspect of its claim or defense on which it prevails, including reasonable and attorneys’ fees and costsassociated 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 discovery as he or she deems necessary to permit an equitable resolution to the matter. The arbitration proceedings will be confidential, and any opposing costs awards will be offsetthe arbitrators may issue appropriate protective orders to safeguard each Party’s Confidential Information. The arbitral award of the arbitrator will be final and binding on upon the partiesParties, and judgment may be entered on the Party to which the award and enforced by any is granted may apply to a court of competent jurisdictionjurisdiction for enforcement of the award. Notwithstanding the foregoing, either party may seek injunctive relief or other provisional remedies each Party has the right to institute an action in aid of arbitration from a court of competent 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 event cure period for such breach, or a Party disputes in good faith the circumstances giving rise to a right of termination by the other Party, this Agreement shall not be terminated as a result of the disputed breach or such circumstances unless and until it has been determined in accordance with this Section 10.1 that this Agreement was materially breached or that such action is reasonably necessary (e.g.circumstances exist, 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 HEREBYsuch breach or circumstances are not cured within [***] after such determination.

Governing Law and Arbitration. This Agreement will be interpreted governed by, and construed in accordance with with, the substantive lawlaws of the Commonwealth of Massachusetts and the patent laws of the United States, not including conflicts in each case without giving effect to any choice or conflict of law principles, of the State of Utahprovision. Any dispute, claim or controversy arising out arbitration of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, will a Dispute shall be finally settled by binding arbitration administered conducted by the American Arbitration Association in accordance with its Commercial Arbitration Rules (the “RulesAAA”) under its rules of arbitration then in effect on the date of the commencement of the arbitrationeffect, and applying the substantive law of the State of Utah, without reference to its laws relating to conflicts of lawexcept as modified in this Agreement. The arbitration will shall be conducted in the County of New YorkEnglish language, State of New York by a sole single arbitrator. If the Parties are unable to agree on an arbitrator, the arbitrator appointed pursuant shall be selected in accordance with the AAA rules, or if the AAA rules do not provide for such selection, by the chief executive of AAA. At either Party’s election, the arbitrator shall engage an independent expert with experience in the subject matter of the Dispute to advise the Rulesarbitrator, but final decision making authority shall remain in the arbitrator. The arbitrator(s) arbitrator shall determine what discovery will deliver a reasoned written decision be permitted, consistent with respect the goal of reasonably controlling the cost and time that the Parties must expend for discovery, provided that the arbitrator shall permit such discovery as he or she deems necessary to permit an equitable resolution of the dispute to each party, who will promptly act in accordance therewithDispute. The prevailing party will be entitled Parties and the arbitrator shall use reasonable efforts 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 complete any opposing costs awards will be offsetsuch arbitration within [**]. The award Parties agree that the decision of the arbitrator will shall be final and the binding on remedy between them regarding the partiesDispute presented to the arbitrator, and judgment upon the award rendered by the arbitrator may be entered on the award and enforced by in any court of competent jurisdiction. Notwithstanding Unless otherwise agreed by the foregoingParties, either party the arbitration proceedings shall be conducted in Boston, Massachusetts. The Parties shall share equally the cost of the arbitration filing and hearing fees, the cost of an independent expert retained by the arbitrator and the cost of the arbitrator and administrative fees of AAA. Each Party shall bear its own costs and attorneys’ and witnesses’ fees and associated costs and expenses. Each Party agrees not to commence any legal proceedings based upon or arising out of this Agreement in a court of law, except that a Party may seek injunctive relief a temporary restraining order or other provisional remedies in aid of arbitration a preliminary injunction from a any court of competent jurisdiction in order to prevent immediate and irreparable injury, loss or damage on a provisional basis, pending the event that such action is reasonably necessary (e.g., a Breach selection of Security). Each party hereby irrevocably and unconditionally consents the arbitrator or pending the arbitrator’s determination of the merits of any Dispute pursuant 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 HEREBY16.8.

Governing Law and Arbitration. This Agreement will shall be interpreted in accordance with and construed by the substantive law, not including conflicts of law principles, laws of the State of UtahMinnesota, without regard to conflict of laws provisions. Any dispute, The Parties agree that any controversy or claim or controversy arising out of or relating to this Agreement or breach thereof, or otherwise arising out of or relating to the breachExecutive's employment, termination, enforcement, interpretation compensation and benefits with the Company or validity the termination thereof, including any claim for discrimination under any local, state or federal employment discrimination law, and including the determination arbitrability of the scope or applicability of this agreement to arbitratedispute itself, will shall be finally settled by binding one arbitrator in accordance with arbitration administered by 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 claim or controversy not submitted to arbitration in accordance with its Commercial Arbitration Rules (the “Rules”) in effect on the date of the commencement of the arbitrationthis paragraph shall be waived, and applying thereafter no arbitration panel or tribunal or court shall have the substantive law of the State of Utah, without reference power to its laws relating to conflicts of lawrule or make any award on any such claim or controversy. The arbitration will be conducted in the County of New York, State of New York by a sole arbitrator appointed pursuant to the Rules. 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 any opposing costs awards will be offset. The award of the arbitrator will shall be final and binding on the partiesParties, and judgment may be entered on upon the award and enforced rendered by the arbitrator in any court of competent jurisdictionhaving jurisdiction thereof. Notwithstanding 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 foregoingCompany or the Executive for temporary restraining orders, either party may seek injunctive preliminary injunctions or permanent injunctions (“equitable relief”) in cases in which such equitable relief would be otherwise authorized by law 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)pursuant to Sections 4 and 5 herein. Each party hereby irrevocably Party shall bear his or its own expenses in connection with any arbitration proceeding hereunder. Both the Company and unconditionally consents the Executive expressly waive any right that either has or may have to service a jury trial of process any dispute arising out of or in any way related to 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 HEREBYExecutive's employment with and/or separation from the Company.

Governing Law and Arbitration. This 8.1 Clause 18.9 of the Original Agreement will shall be interpreted in accordance deleted and replaced with the substantive law, not including conflicts following: “The governing law of law principles, of the State of Utah. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, will shall be finally settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules (the “Rules”) in effect on the date of the commencement of the arbitration, and applying the substantive law of the State Republic of UtahItaly, without excluding its conflict of laws rules. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the rules of the London Court of International Arbitration, which Rules are deemed to be incorporated by reference to its laws relating to conflicts of lawinto this clause. The arbitration panel shall consist of three arbitrators (the “Arbitration Panel”). The place of arbitration shall be London, England. The language of the arbitration shall be 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 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 invoices that CNI will issue based on the same; in any case without prejudice of possible contest that CNI could make of such Accounting Statements. For the purposes indicated above also the amounts provided for by Clause 2.1 and 3.1.6 of the Amendment Agreement will be conducted deemed as an express acknowledgment of debt (“riconoscimento di debito”). STREAM waives any right it may have now or in the County future to raise any objection in relation to the certainty (“certezza”) and the amount of New Yorkthe Receivables which payment is required through the procedure indicated above. It is 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 order to avoid or delay such payment, State of New York by and/or to oppose a sole arbitrator appointed judge’s order(s) that may have been issued pursuant to the Rules. 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 above mentioned articles 633 and costs, and any opposing costs awards will be offset. The award following of the arbitrator will be final and binding on the parties, and judgment may be entered on the award and enforced by any court Italian Code 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 HEREBYCivil Procedure.

Governing Law and Arbitration. This Agreement will be interpreted in accordance with the substantive law, not including conflicts of law principles, of the State of Utah. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the 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 “Rules”) in effect on the date of the 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 will be conducted in the County of New York, State of New York by a sole arbitrator appointed pursuant to the Rules. The arbitrator(s) will deliver a reasoned written decision with respect to the dispute to each party, who will 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 any opposing costs awards will be offset. The award of the arbitrator will be final and binding on the parties, and judgment may be entered on the award and 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 12(a) for any proceeding commenced under this Section 12.c12(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. This Any dispute arising under this Agreement will shall be interpreted referred to arbitration in London in accordance with the substantive law, not including conflicts of law principles, provisions of the State of Utah. Any disputeArbitration Axx 0000, claim or controversy arising out of any statutory modification or relating re-enactment thereof for the time being in force save to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including extent necessary to give effect to the determination of the scope or applicability provisions of this agreement to arbitrate, will Clause. The arbitration shall be finally settled by binding arbitration administered by the American Arbitration Association conducted in accordance with its Commercial the London Maritime Arbitration Rules Association (LMAA) terms current at the “Rules”) in effect on time when the date arbitration proceedings are commenced. The reference shall be to three arbitrators; one to be appointed by each of the commencement of the arbitrationparties hereto, and applying the substantive law third to be appointed by the two so chosen; their decision or that of any two of them shall be final. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the State other party requiring the other party to appoint its own arbitrator within 14 calendar days of Utahthat 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. 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 reference the requirement of any further prior notice to the other party, appoint its laws relating to conflicts of law. The arbitration will be conducted in the County of New York, State of New York by a arbitrator as sole arbitrator appointed pursuant to and shall advise the Rules. 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 other 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 any opposing costs awards will be offsetaccordingly. The award of the a sole arbitrator will shall be final and binding on both parties as if he had been appointed by agreement. Nothing herein shall prevent the partiesparties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator. In case where neither the claim nor any counterclaim exceeds the sum of USD50,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claim Procedure current at the time when the arbitration proceedings are commenced. OCEAN SWIFT LTD. CONTEST LTD. Exhibit B-1 Time Charter Party – Stena Concept Code word for this Charter Party “SHELLTIME 4” Issued December 1984 Time Charter Party IT IS THIS DAY ... of January 2006, AGREED between Concept Ltd. of Hamilton, Bermuda (hereinafter referred to as “Owners”), being owners of the good motor tanker vessel called M/T “STENA CONCEPT” (hereinafter referred to as “the vessel”) described as per Clause 1 hereof and judgment may be entered on the award Stena Bulk AB of Gothenburg, Sweden (hereinafter referred to as “Charterers”): Description and enforced by any court Condition 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.Vessel

Governing Law and Arbitration. This Agreement will and any disputes arising out of or relating do this Agreement (including its formation or termination) or Fluidigm’s goods software or related services (“Disputes”) shall be governed by and interpreted in accordance with the substantive law, not including conflicts of law principles, laws of the State of UtahNew York, U.S.A. excluding choice of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods. Any dispute, claim Fluidigm and Olink agree that any dispute or controversy arising out of or relating to in connection with this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, will shall be finally settled by binding arbitration administered under the extant rules of the International Centre for Dispute Resolution, by the American Arbitration Association one (1) arbitrator appointed in accordance with its Commercial Arbitration Rules (the “Rules”) in effect on the date such rules. The venue of the commencement of the arbitration, and applying the substantive law of the State of Utah, without reference to its laws relating to conflicts of lawany such arbitration shall be New York. The arbitration will shall be conducted in the County of New York, State of New York by a sole arbitrator appointed pursuant to the Rules. 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 costsEnglish, and any opposing costs awards will written evidence originally in a language other than English shall be offsetsubmitted in English translation accompanied by the original or a true copy thereof. The decision and/or award rendered by the arbitrator shall be written, final and non-appealable, and the parties agree that the decision and award of the arbitrator will shall be final the sole exclusive and binding on remedy between them regarding any and all disputes controversies, claims and counterclaims property before the arbitrator. The parties agree that, any provision of applicable law notwithstanding, they will not request, and the arbitrator shall have no authority to award, punitive or exemplary damages against any party The costs of any arbitration, including administrative fees and fees of the arbitrator, shall be shared equally by the parties, and judgment each party shall bear the cost of its own attorneys’ and expert fees, provided that the arbitrator may at his or her discretion award to the prevailing party the costs and expenses incurred by the prevailing party in connection with the arbitration proceeding. The decision and/or award of the arbitrator may be entered on the award and enforced by m any court of competent jurisdiction. Notwithstanding jurisdiction for a judicial recognition of the foregoingdecision and applicable orders of enforcement (which may include, without limitation, permanent injunctive relief or orders for specific performance or for equitable relief), and either party may seek injunctive relief or other provisional remedies in aid of arbitration from a apply to any court of competent jurisdiction for appropriate restraining orders or temporary injunctive relief pending resolution of any arbitration proceeding. For avoidance of doubt, any such equitable remedies shall be cumulative and not exclusive and are in the event that such action is reasonably necessary (e.g., a Breach of Security). Each addition to any other remedies which either party hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 12.a for any proceeding commenced may have 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 HEREBYAgreement or applicable law.

Governing Law and Arbitration. This Agreement will be interpreted in accordance with the substantive law, not including conflicts of law principles, of the State of Utah. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, will shall be finally settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules (the “Rules”) in effect on the date of the 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 will shall be conducted in the County of New York, State of New York by a sole arbitrator appointed pursuant to the Rules. The arbitrator(s) will shall deliver a reasoned written decision with respect to the dispute to each party, who will shall promptly act in accordance therewith. The prevailing party will 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 any opposing costs awards will shall be offset. The award of the arbitrator will shall be final and binding on the parties, and judgment may be entered on the award and 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 12(a) for any proceeding commenced under this Section 12.c12(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. This Agreement will be interpreted governed by, and construed in accordance with with, the substantive lawlaws of the Commonwealth of Massachusetts and the 106 patent laws of the United States, not including conflicts in each case without giving effect to any choice or conflict of law principles, of the State of Utahprovision. Any dispute, claim or controversy arising out arbitration of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, will a Dispute shall be finally settled by binding arbitration administered conducted by the American Arbitration Association in accordance with its Commercial Arbitration Rules (the “RulesAAA”) under its rules of arbitration then in effect on the date of the commencement of the arbitrationeffect, and applying the substantive law of the State of Utah, without reference to its laws relating to conflicts of lawexcept as modified in this Agreement. The arbitration will shall be conducted in the County of New YorkEnglish language, State of New York by a sole single arbitrator. If the Parties are unable to agree on an arbitrator, the arbitrator appointed pursuant shall be selected in accordance with the AAA rules, or if the AAA rules do not provide for such selection, by the chief executive of AAA. At either Party’s election, the arbitrator shall engage an independent expert with experience in the subject matter of the Dispute to advise the Rulesarbitrator, but final decision making authority shall remain in the arbitrator. The arbitrator(s) arbitrator shall determine what discovery will deliver a reasoned written decision be permitted, consistent with respect the goal of reasonably controlling the cost and time that the Parties must expend for discovery, provided that the arbitrator shall permit such discovery as he or she deems necessary to permit an equitable resolution of the dispute to each party, who will promptly act in accordance therewithDispute. The prevailing party will be entitled Parties and the arbitrator shall use reasonable efforts 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 complete any opposing costs awards will be offsetsuch arbitration within [***]. The award Parties agree that the decision of the arbitrator will shall be final and the binding on remedy between them regarding the partiesDispute presented to the arbitrator, and judgment upon the award rendered by the arbitrator may be entered on the award and enforced by in any court of competent jurisdiction. Notwithstanding Unless otherwise agreed by the foregoingParties, either party the arbitration proceedings shall be conducted in Boston, Massachusetts. The Parties shall share equally the cost of the arbitration filing and hearing fees, the cost of an independent expert retained by the arbitrator and the cost of the arbitrator and administrative fees of AAA. Each Party shall bear its own costs and attorneys’ and witnesses’ fees and associated costs and expenses. Each Party agrees not to commence any legal proceedings based upon or arising out of this Agreement in a court of law, except that a Party may seek injunctive relief a temporary restraining order or other provisional remedies in aid of arbitration a preliminary injunction from a any court of competent jurisdiction in order to prevent immediate and irreparable injury, loss or damage on a provisional basis, pending the event that such action is reasonably necessary (e.g., a Breach selection of Security). Each party hereby irrevocably and unconditionally consents the arbitrator or pending the arbitrator’s determination of the merits of any Dispute pursuant 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 HEREBY14.9.

Governing Law and Arbitration. This Agreement will shall be interpreted subject to and governed by the laws of the State of Florida. In the event a dispute directly or indirectly related to this Agreement and/or Consultant's recruitment, engagement or termination of engagement (collectively, "Covered Claims") arises between Consultant and the Company which cannot be resolved, such dispute shall be submitted to binding confidential arbitration in accordance with the substantive law, not including conflicts rules of law principles, of the State of Utah. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the 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 “Rules”) then in effect on and this Section 10. All such arbitration shall take place at the date office of the commencement of the arbitrationAmerican Arbitration Association located in Orlando, and applying the substantive law of the State of Utah, without reference to its laws relating to conflicts of law. The arbitration will be conducted in the County of New York, State of New York by a sole arbitrator appointed pursuant to the Rules. 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 any opposing costs awards will be offsetFlorida. The award or decision rendered by the arbitrator(s) (including an allocation of the arbitrator will costs of arbitration) shall be final final, binding and binding on the parties, conclusive and judgment may be entered on the upon such award and enforced by any court having jurisdiction over such matter. The arbitration provisions of competent jurisdiction. Notwithstanding the foregoing, either this Agreement shall not prevent any party may seek from obtaining injunctive relief or other provisional remedies in aid of arbitration from a court of competent jurisdiction in to enforce the event that obligations of the other party hereunder for which such action is reasonably necessary (e.g., party may require provisional relief pending a Breach of Securitydecision on the merits by the arbitrator(s). Each 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 hereby irrevocably has prevailed on such Covered Claim. Pending the resolution of any Covered Claim, Consultant (and unconditionally consents its representatives, successors, assigns or other transferees) shall continue to service of process in the manner provided for notices in Section 12.a for any proceeding commenced receive all undisputed payments and benefits due under this Section 12.c. TO THE FULLEST EXTENT PERMITTED BY LAWAgreement, 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 HEREBYexcept to the extent that the arbitrator(s) otherwise provide.

Governing Law and Arbitration. This Any dispute arising under this Agreement will shall be interpreted referred to arbitration in London in accordance with the substantive law, not including conflicts of law principles, provisions of the State of Utah. Any disputeArbitration Axx 0000, claim or controversy arising out of any statutory modification or relating re-enactment thereof for the time being in force save to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including extent necessary to give effect to the determination of the scope or applicability provisions of this agreement to arbitrate, will Clause. The arbitration shall be finally settled by binding arbitration administered by the American Arbitration Association conducted in accordance with its Commercial the London Maritime Arbitration Rules Association (LMAA) terms current at the “Rules”) in effect on time when the date arbitration proceedings are commenced. The reference shall be to three arbitrators; one to be appointed by each of the commencement of the arbitrationparties hereto, and applying the substantive law third to be appointed by the two so chosen; their decision or that of any two of them shall be final. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the State other party requiring the other party to appoint its own arbitrator within 14 calendar days of Utahthat 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. 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 reference the requirement of any further prior notice to the other party, appoint its laws relating to conflicts of law. The arbitration will be conducted in the County of New York, State of New York by a arbitrator as sole arbitrator appointed pursuant to and shall advise the Rules. 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 other 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 any opposing costs awards will be offsetaccordingly. The award of the a sole arbitrator will shall be final and binding on both parties as if he had been appointed by agreement. Nothing herein shall prevent the parties, and judgment parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator. In case where neither the claim nor any counterclaim exceeds the sum of USD50,000 (or such other sum as the parties may agree) the arbitration shall be entered on conducted in accordance with the award and enforced by any court of competent jurisdictionLMAA Small Claim Procedure current at the time when the arbitration proceedings are commenced. 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)OCEANSWIFT LTD. 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.cCONTEST LTD. 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./s/ DXXXX XXXXXXX /s/ CXXXXXXXXXX X. XXXXXX

Governing Law and Arbitration. This The parties agree that the validity, operation and performance of this Agreement will shall be governed by and interpreted in accordance with the substantive laws of the Republic of India, and 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 including conflicts to assert, as a defense or otherwise, (i) any claim that it is not subject to the jurisdiction (in personam or otherwise) of law principlesany such court, (ii) any objection that it may now or hereafter have to the laying of the State of Utahvenue in any such court, or (iii) any claim that any action, suit or proceeding has been brought in an inconvenient forum. Any disputedispute concerning the subject matter of this Agreement, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation termination or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, thereof (a “Dispute”) will be finally settled by binding arbitration administered by the American Arbitration Association exclusively in accordance with its Commercial Arbitration Rules (the “Rules”) procedures set forth herein. The party seeking resolution of a Dispute will first give notice in effect on the date writing of the commencement Dispute to the other party, setting forth the nature of the arbitration, Dispute and applying the substantive law a concise statement of the State issues to be resolved. If the Dispute has not been resolved through good faith efforts and negotiations of Utahsenior officers or representatives of the parties within thirty (30) days of receipt by the relevant party of the notice of Dispute, without reference to its laws relating to conflicts of law. The arbitration such notice will be conducted in deemed to be a notice of arbitration and the County of New York, State of New York by parties agree to submit the Dispute to a single arbitrator mutually agreeable to both parties. In the event that the parties cannot agree on a sole arbitrator appointed pursuant to the Rules. The arbitrator(s) will deliver a reasoned written decision with respect to the dispute to each partyarbitrator, 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 any opposing costs awards will be offset. The award of the arbitrator will be final appointed in terms of the Arbitration & Conciliation act of 1996 (as amended up-to-date). The arbitration proceedings shall be governed by the Arbitration and binding on Conciliation Act of 1996(as amended up to date) or any statutory amendments/modifications thereof for the parties, time being in force r/w relevant provisions of Multi State Co-operative Societies Act of 2002. The venue of the arbitration shall be at New Delhi India and judgment may be entered on the award and enforced by any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek injunctive relief or other provisional remedies in aid language 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 HEREBYshall be English.

Governing Law and Arbitration. This Agreement will and the legal relations among the parties hereto shall be interpreted construed in accordance with the substantive lawwith, not including conflicts of law principlesand all disputes, of the State of Utah. Any dispute, claim controversies or controversy claims arising out of or relating to in connection with this Agreement or the breach, terminationtermination or invalidity thereof (collectively, enforcement“Disputes”) hereunder shall be governed by, interpretation or validity the laws of Hong Kong without regard to conflicts of laws principles thereof. In the event of a Dispute, including the determination parties shall use their good faith efforts to resolve the same. If no resolution can be reached through such efforts within 30 days from the date on which one party first notifies the other party in writing of the scope or applicability existence of this agreement a Dispute, then any party may submit the Dispute to arbitrate, will be finally settled the Hong Kong International Arbitration Center for arbitration by binding arbitration administered by the American Arbitration Association three arbitrators appointed in accordance with its Commercial the Arbitration Rules (as defined below, the “RulesArbitrators”) in effect accordance with the UNCITRAL Arbitration Rules in force on the date hereof (the “Arbitration Rules”). In the event of any discrepancy between such Arbitration Rules and the commencement provisions of this Section 11.9, the arbitration, and applying the substantive law provisions of the State of Utah, without reference to its laws relating to conflicts of lawthis Section 11.9 shall prevail. The arbitration will shall be conducted by the Arbitrators in the County of New York, State of New York by a sole arbitrator appointed pursuant English and shall be held in Hong Kong. Each party hereby submits to the Rules. The arbitrator(s) will deliver a reasoned written decision jurisdiction of the Arbitrators, and expressly and irrevocably waives any claim or defense based on any alleged lack of personal jurisdiction, improper venue, forum non convenience, or any similar basis with respect to the dispute to each party, who will promptly act in accordance therewithsuch arbitration. The prevailing party will arbitration award shall be entitled final and binding upon the parties, and the parties agree to recover its reasonable be bound thereby and to act accordingly. The costs relating to that aspect of its claim or defense on which it prevails, arbitration and the costs of enforcing the arbitration award (including in each case witness expenses and reasonable attorneys’ fees and costsdisbursements) shall be borne by the losing party, unless otherwise determined by the arbitration award. In any arbitration proceeding, any legal proceeding to enforce any arbitration award and in any legal action between the parties pursuant to or relating to this Agreement, each party expressly waives any defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state. When any Dispute occurs and when any Dispute is under arbitration or any other proceedings, the parties shall continue to exercise their respective rights, and any opposing costs awards will be offset. The award of the arbitrator will be final and binding on the parties, and judgment may be entered on the award and 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 fulfill their obligations 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 HEREBYAgreement.

Governing Law and Arbitration. This The Agreement will is governed by and shall be interpreted construed in accordance with the substantive law, not including conflicts of law principles, laws of the State of UtahNew York with respect to contracts made and to be performed entirely therein and without regard to choice of law or principles thereof. * CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. AlixPartners, LLP General Terms and Conditions Any dispute, controversy or claim or controversy arising out of or relating to this Agreement the Agreement, or the breach, termination, enforcement, interpretation or validity breach thereof, including the determination of the scope or applicability of this agreement to arbitrate, will shall be finally settled by binding arbitration administered arbitration. Each party shall appoint one non-neutral arbitrator. The two party arbitrators shall select a third arbitrator. If within 30 days after their appointment the two party arbitrators do not select a third arbitrator, the third arbitrator shall be selected by the American Arbitration Association in accordance with its Commercial Arbitration Rules (the “Rules”) in effect on the date of the commencement of the arbitration, and applying the substantive law of the State of Utah, without reference to its laws relating to conflicts of lawAAA). The arbitration will shall be conducted in Southfield, Michigan under the County of New YorkAAA’s Commercial Arbitration Rules, State of New York by and the arbitrators shall issue a sole arbitrator appointed pursuant to the Rulesreasoned award. 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 arbitrators may award costs relating to that aspect of its claim or defense on which it prevails, including reasonable and attorneys’ fees and costs, and any opposing costs awards will be offsetto the prevailing party. The award of the arbitrator will be final and binding Judgment on the parties, and judgment award rendered by the arbitrators may be entered on the award and enforced by in any court of competent jurisdictionhaving jurisdiction thereof. In the event the Company files under Chapter 11, the Company and AlixPartners agree that the Bankruptcy Court shall have jurisdiction over any and all matters arising under or in connection with this Agreement, including the indemnification provisions outlined in Section 7, above. Notwithstanding the foregoing, either party for any claim relating to the non-payment of fees or expenses due to AlixPartners under this Agreement AlixPartners may seek injunctive relief or other provisional remedies in aid of arbitration from its sole discretion proceed directly to a court of competent jurisdiction in to enforce the event that such action is reasonably necessary (e.g.terms of this Agreement. In any court proceeding arising out of this Agreement, a Breach of Security). Each party the parties hereby irrevocably and unconditionally consents waive any right 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 HEREBYtrial by jury.

Governing Law and Arbitration. This Agreement will shall be interpreted and construed in accordance with the substantive law, not including conflicts of law principles, laws of the State of UtahTexas, without regard to conflict of law principles. Any In the event of a dispute, controversy, or claim or controversy arising out of or relating to this Agreement or (“Dispute”), the breach, termination, enforcement, interpretation or validity thereof, including Parties shall first undertake to settle their Dispute by good faith negotiations. Any Party may commence this process by serving the determination other Party with a written notice of the scope Dispute (a “Notice of Dispute”) that shall briefly describe the nature of the Dispute and the relief or applicability remedy requested. If for any reason whatsoever the Dispute has not been settled within thirty (30) days of this agreement service of the Notice of Dispute, then the Parties agree to arbitrate, submit the Dispute to non-binding mediation with a neutral mediator selected by the Parties. The costs of such mediator will be finally settled by binding arbitration administered borne equally by the American Arbitration Association 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 its Commercial the then current CPR International Institute for Conflict Prevention and Resolution Rules for Non-Administered Arbitration Rules (the “Rules”) in effect on the date of the commencement CPR International Institute for Conflict Prevention and Resolution and this provision. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. sections 1-16, to the exclusion of any provisions of state law inconsistent therewith or which would produce a different result. Judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction. The arbitration shall be 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 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. arbitrators shall determine the Dispute of the arbitration, Parties and applying render a final award in accordance with the substantive law of the State of UtahTexas, without reference to its laws relating to excluding the conflicts provisions of such law. The arbitration will arbitrators shall set forth the reasons for the award in writing. The terms hereof shall not limit any obligation of a 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 arises out of the Dispute, it may be conducted resolved in the County of New York, State of New York by a sole arbitrator appointed pursuant to the Rules. 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 any opposing costs awards will be offset. The award of the arbitrator will be final and binding on the parties, and judgment may be entered on the award and 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 HEREBYproceedings.

Governing Law and Arbitration. This Agreement will shall be interpreted governed by, and construed and enforced in accordance with, the internal laws of the State of New York as such laws are applied to agreements between New York residents entered into and to be performed within New York without regard to principles of conflicts of laws. Each of the parties hereto irrevocably (i) agrees that any dispute or controversy arising out of, relating to, or concerning any interpretation, construction, performance or breach of this Agreement, shall be settled by arbitration to be held in Hong Kong under the UNCITRAL Arbitration Rules in accordance with the substantive law, not including conflicts HKIAC Procedures for the Administration of law principles, International Arbitration in force at the date of the State of Utah. Any dispute, claim or controversy arising out of or relating to this Agreement (the “Arbitration Rules”), (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the breachlaying of venue of any such arbitration, terminationand (iii) submits to the exclusive jurisdiction of Hong Kong in any such arbitration. There shall be three arbitrators, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, will be finally settled by binding arbitration administered by the American Arbitration Association selected in accordance with its Commercial the Arbitration Rules (the “Rules”) in effect on the date of the commencement of the arbitration, and applying the substantive law of the State of Utah, without reference at least one arbitrator shall be qualified to its laws relating to conflicts of practice New York law. The arbitration will shall be conducted in the County of New York, State of New York by a sole arbitrator appointed pursuant to the RulesEnglish. 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 any opposing costs awards will be offset. The award of the arbitrator will arbitration tribunal shall be final final, conclusive and binding on the parties, and judgment parties to the arbitration. Judgment may be entered on the award and enforced by arbitration tribunal’s decision in any court of competent having jurisdiction. Notwithstanding The parties to the foregoingarbitration shall each pay an equal share of the costs and expenses of such arbitration, either and each party shall separately pay for its respective counsel fees and expenses; provided, however, that the prevailing party in any such arbitration shall be entitled to recover from the non-prevailing party its reasonable costs and attorney fees. The parties acknowledge and agree that, in addition to contract damages, the arbitrators may seek injunctive relief or other award provisional remedies in aid of arbitration from a court of competent jurisdiction in the event that such action is reasonably necessary (e.g.and final equitable relief, a Breach of Security). Each party hereby irrevocably including injunctions, specific performance, 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 HEREBYlost profits.

Governing Law and Arbitration. This Agreement will shall be interpreted subject to and governed by the laws of the State of Florida. In the event a dispute directly or indirectly related to this Agreement and/or Executive's recruitment, employment or termination of employment (collectively, "Covered Claims") arises between Executive and the Company which cannot be resolved, such dispute shall be submitted to binding confidential arbitration in accordance with the substantive law, not including conflicts rules of law principles, of the State of Utah. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the 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 “Rules”) then in effect on and this Section 16. All such arbitration shall take place at the date office of the commencement of the arbitrationAmerican Arbitration Association located in Orlando, and applying the substantive law of the State of Utah, without reference to its laws relating to conflicts of law. The arbitration will be conducted in the County of New York, State of New York by a sole arbitrator appointed pursuant to the Rules. 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 any opposing costs awards will be offsetFlorida. The award or decision rendered by the arbitrator(s) (including an allocation of the arbitrator will costs of arbitration) shall be final final, binding and binding on the parties, conclusive and judgment may be entered on the upon such award and enforced by any court having jurisdiction over such matter. The arbitration provisions of competent jurisdiction. Notwithstanding the foregoing, either this Agreement shall not prevent any party may seek from obtaining injunctive relief or other provisional remedies in aid of arbitration from a court of competent jurisdiction in to enforce the event that obligations of the other party hereunder for which such action is reasonably necessary (e.g., party may require provisional relief pending a Breach of Securitydecision on the merits by the arbitrator(s). Each 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 hereby irrevocably has prevailed on such Covered Claim. Pending the resolution of any Covered Claim, Executive (and unconditionally consents his beneficiaries, successors, assigns or other transferees) shall continue to service of process in the manner provided for notices in Section 12.a for any proceeding commenced receive all undisputed payments and benefits due under this Section 12.c. TO THE FULLEST EXTENT PERMITTED BY LAWAgreement, 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 HEREBYexcept to the extent that the arbitrator(s) otherwise provide.

Governing Law and Arbitration. This Agreement will The agreement and all provisions of this Contract shall be interpreted governed by and construed in accordance with the substantive law, not including conflicts of law principles, laws of the State of UtahNew Hampshire without regard to such state’s conflict of laws or provisions. Any dispute, claim dispute that arises under this grant or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, will Contract shall be finally settled by binding arbitration administered by in accordance with the Commercial Arbitration Rules of the American Arbitration Association in accordance with its Commercial Arbitration Rules (the “Rules”) in effect on the date that a party gives notice of its demand for arbitration. If the commencement of parties cannot agree on a single arbitrator within fifteen (15) calendar days after the arbitrationnotice demanding arbitration is received, then either party may request that the American Arbitration Association select and applying appoint a neutral arbitrator who shall act as the substantive law of the State of Utah, without reference to its laws relating to conflicts of lawsole arbitrator. The arbitration will be conducted in the County of New York, State of New York by a sole arbitrator appointed pursuant to the Rules. 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 parties shall be entitled to recover its reasonable costs relating to that aspect of its claim or defense submit expert testimony and/or written documentation on which it prevails, including reasonable attorneys’ fees and costs, and any opposing costs awards will be offsetsuch arbitration proceeding. The award decision of the arbitrator will or arbitrators shall be final and binding on upon the partiesparties and shall include written findings of law and fact, and judgment may be entered on the award and enforced obtained thereon by any either party in a court of competent jurisdiction. Notwithstanding Each party shall each bear the foregoingcost of preparing and presenting its own case. The cost of the arbitration, including the fees and expenses of the arbitrator or arbitrators, shall be shared equally by the parties unless the award otherwise provides. The arbitrator shall be instructed to establish procedures such that a decision can be rendered within sixty (60) calendar days of the appointment of the arbitrator. In no event shall the arbitrator have the power to award any damages described in and limited by Section 4 or any similar provision in this Contract or any Attachments, all of which provisions shall be binding on the arbitrator. The foregoing obligation to arbitrate shall not be binding upon either party may seek injunctive relief with respect to requests for preliminary injunctions, temporary restraining orders, specific performance, or other provisional remedies procedures in aid of arbitration from a court of competent jurisdiction to obtain interim relief when deemed necessary by such court to preserve the status quo or prevent irreparable injury pending resolution by arbitration of the actual dispute. For any such proceeding, the parties hereby submit to and consent to the jurisdiction of the State of New Hampshire and agree that such proceeding shall be conducted in the event that such action is reasonably necessary (e.g.courts of County of Cheshire, a Breach New Hampshire or the federal courts for the United States for the District 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 HEREBYNew Hampshire.

Governing Law and Arbitration. This Agreement will shall be interpreted governed and construed in accordance with the substantive law, not including conflicts of law principles, laws of the State of UtahDelaware, without resort to the conflict of law principles thereof. Any disputeIn the event of any controversy, claim or controversy dispute between the parties arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation interpretation, conscionability or validity thereof, including the any determination of the scope or applicability of this agreement Agreement to arbitrate, will such controversy, claim or dispute shall be finally settled resolved by mandatory, binding arbitration, rather than in court. The parties agree that the arbitration shall be administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules (AAA), or other nationally recognized arbitrator as agreed upon by the “Rules”) in effect on parties and the date parties shall be bound by any and all rules of AAA or other mutually accepted rules and any award/decision rendered. Notwithstanding anything to the 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 will be conducted contrary in the County of New YorkAAA rules, State of New York by a sole arbitrator appointed pursuant to the Rules. 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 any opposing costs awards will be offset. The award of the arbitrator will be final and binding on the partiesempowered to order interim or permanent injunctive relief, and judgment which may be entered on the award and enforced by in any court of competent jurisdiction. Notwithstanding Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all decisions. Any such arbitration shall include a written record of the foregoingarbitration hearing and shall be conducted by an arbitrator as agreed upon by the parties, or if no agreement can be made, then an arbitrator shall be selected by AAA experienced in complex business transactions. The award rendered by the arbitrator shall be final and shall not be subject to vacation or modification. Judgment on the award made by the arbitrator may be entered in any court having jurisdiction over the parties. If either party fails to comply with the arbitrator's award, the injured party may petition the circuit court for enforcement. The parties agree that either party may seek injunctive relief bring claims against the other only in his/her or other provisional remedies its individual capacity and not as a plaintiff or class member in aid any purported class or representative proceeding. Further, the parties agree that the arbitrator may not consolidate proceedings of more than one person's claims and may not otherwise preside over any form of representative or class proceeding. The parties shall share the cost (not any attorneys' fees) of arbitration from a court of competent jurisdiction in equally. In the event a party fails to proceed with arbitration, unsuccessfully challenges the arbitrator's award, or fails to comply with the arbitrator's award, the other party is entitled to costs of suit, including a reasonable attorney's fee for having to compel arbitration or defend or enforce the award. Binding Arbitration means that such action is reasonably necessary (e.g., both parties give up the right to a Breach trial by a jury or to use the court system except to enforce this section. It also means that both parties give up the right to appeal from the arbitrator's ruling except for a narrow range of Security)issues that can or may be appealed. Each party hereby irrevocably It also means that discovery may be severely limited by the arbitrator. This section and unconditionally consents to service of process in the manner provided for notices in Section 12.a for arbitration requirement shall survive 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 HEREBYtermination.