Common use of Governing Law; Arbitration Clause in Contracts

Governing Law; Arbitration. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with, and any dispute between the parties relating to or arising from the Transaction Documents shall be governed by, the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents), as well as any dispute between the parties relating to the Transaction Documents, shall be resolved by binding arbitration in San Francisco, California before an arbitrator with experience in commercial disputes relating to securities. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, or, if for any reason JAMS refuses to administer such arbitration or JAMS is no longer in business, by the American Arbitration Association (“AAA”) in accordance with its rules and procedures. Unless the arbitrator determines that there is exceptional need for additional discovery, discovery in the arbitration shall be limited as follows: (1) the parties shall exchange non-privileged relevant documents including, without limitation, all documents that the parties intend to use as evidence in the arbitration; and (2) each party shall be entitled to take one deposition of seven hours duration of either an opposing party or a non-party. If one party fails to respond within 20 days after the other party mails a written list of proposed arbitrators to that party by either agreeing to one of the proposed arbitrators or suggesting 3 or more alternate arbitrators, the proposing party may select the arbitrator from among its initial list of proposed arbitrators and JAMS (or AAA if it is administering the arbitration) shall then appoint that arbitrator to preside over the arbitration. If the parties are unable to agree on an arbitrator, the parties shall select an arbitrator pursuant to the rules of JAMS (or AAA if it is administering the arbitration). Where reasonable, the arbitrator shall schedule the arbitration hearing within four (4) months after being appointed. The arbitrator must render a decision in writing, explaining the legal and factual basis for decision as to each of the principal controverted issues. The arbitrator’s decision will be final and binding upon the parties. A judgment upon any award may be entered in any court of competent jurisdiction. This clause shall not preclude the parties from seeking provisional remedies in aid of arbitration, such as injunctive relief, from any court of competent jurisdiction. Each party shall be responsible for advancing one-half of the costs of arbitration, including all JAMS (or AAA) fees; provided that, in the award, the prevailing party shall be entitled to recover all of its costs and expenses, including reasonable attorneys’ fees and costs, arbitrator fees, JAMS (or AAA) fees and costs, and any attorneys’ fees and costs incurred in compelling arbitration. The parties are not waiving, and expressly reserve, any rights they may have under federal securities laws, rules, and regulations, and any such rights shall be determined in the arbitration provided for herein. Each party hereby irrevocably agrees and submits to the jurisdiction of the federal and state courts located in the City of San Francisco, California, for any suit, action or proceeding enforcing this arbitration provision or entering judgment upon any arbitral award made pursuant to this arbitration provision, and each party hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, or that such suit, action or proceeding is an inconvenient venue. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. This provision will be interpreted, construed and governed according to the Federal Arbitration Act (9 U.S.C. Sections 1 et seq.).

Governing Law; Arbitration. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents This Agreement shall be governed by and construed and enforced in accordance with, and any dispute between the parties relating to or arising from the Transaction Documents shall be governed by, with the internal laws of the State of New YorkDelaware U.S.A., without regard to the principles of conflicts conflict of law thereofprinciples. Each party agrees that all legal proceedings concerning All disputes, claims and other matters in controversy arising directly or indirectly out of or related to this Agreement, or the interpretationsbreach hereof, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto contractual or its respective affiliates, directors, officers, shareholders, employees or agents), as well as any dispute between the parties relating to the Transaction Documentsnon-contractual, shall be resolved determined by binding arbitration and shall be settled by a majority vote of three arbitrators, one of whom shall be appointed by SCRIPSAMERICA, one of whom shall be appointed by Supplier and the third of whom shall be appointed by the first two arbitrators. Persons eligible to be selected as arbitrators shall be limited to attorneys who have been in San Franciscopractice at least ten (10) years specializing in corporate matters, California before who have had both training and experience as arbitrators and who have had no prior relationship or business dealings with either SCRIPSAMERICA or Supplier or their respective directors and officers. If either SCRIPSAMERICA or Supplier fails to appoint an arbitrator with experience within ten (10) days of a request in commercial disputes relating writing by the other party to securities. The arbitration do so or if the first two arbitrators cannot agree on the appointment of the third arbitrator, then the third arbitrator shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, or, if for any reason JAMS refuses to administer such arbitration or JAMS is no longer in business, appointed by the American Arbitration Association (the “AAA”) ), provided that such arbitrator also must meet the foregoing eligibility requirements. The arbitration shall be conducted in the English language in the City of Washington D.C in accordance with its the commercial rules and procedures. Unless the arbitrator determines that there is exceptional need for additional discovery, discovery in the arbitration shall be limited as follows: (1) the parties shall exchange non-privileged relevant documents including, without limitation, all documents that the parties intend to use as evidence in the arbitration; and (2) each party shall be entitled to take one deposition of seven hours duration of either an opposing party or a non-party. If one party fails to respond within 20 days after the other party mails a written list of proposed arbitrators to that party by either agreeing to one of the proposed arbitrators or suggesting 3 or more alternate arbitratorsAAA then in effect, the proposing party may select the arbitrator from among its initial list of proposed arbitrators and JAMS (or AAA if it is administering the arbitration) shall then appoint that arbitrator subject to preside over the arbitration. If the parties are unable any modifications agreed to agree on an arbitrator, the parties shall select an arbitrator pursuant to the rules of JAMS (or AAA if it is administering the arbitration). Where reasonable, the arbitrator shall schedule the arbitration hearing within four (4) months after being appointed. The arbitrator must render a decision in writing, explaining the legal and factual basis for decision as to each of the principal controverted issues. The arbitrator’s decision will be final and binding upon writing by the parties. A judgment The U.S. Federal Arbitration Act (the “FAA”) shall apply to the construction and interpretation of this Agreement to arbitrate. The arbitrators shall base their award on applicable law and judicial precedent and, unless both parties agree otherwise, shall include in such award the findings of fact and conclusions of law upon any which the award is based and may include equitable relief. Judgment on the award rendered by the arbitrators may be entered in any court of competent jurisdiction. This clause The arbitrators shall not preclude the parties from seeking provisional remedies in aid award recovery of arbitration, such as injunctive relief, from any court of competent jurisdiction. Each party shall be responsible for advancing one-half of the costs of arbitration, including all JAMS (or AAA) fees; provided that, in the award, the prevailing party shall be entitled to recover all of its costs and expenses, including reasonable attorneys’ fees and costs, arbitrator fees, JAMS (or AAA) fees and costs, and any attorneys’ fees and costs incurred in compelling arbitrationto the prevailing party. The parties are not waiving, and expressly reserve, any rights they may have under federal securities laws, rules, and regulations, and any such rights arbitrators’ resolution of the dispute shall be determined in the arbitration provided for herein. Each final and binding, except that any party hereby irrevocably agrees and submits can appeal to the jurisdiction federal courts of the federal and state courts United States of America (located in the City of San FranciscoWashington D.C) or, Californiaif such federal courts do not have jurisdiction, to the courts of the State of New Jersey (located in the City of Washington D.C), to vacate and remand, or modify or correct the arbitration award for any suit, action of the grounds specified in the FAA or proceeding enforcing this arbitration provision or entering judgment upon any arbitral award made pursuant to this arbitration provision, and each party hereby irrevocably waives, and agrees not to assert if the arbitrators committed prejudicial error in any suit, action or proceeding, any claim that it is not personally subject the application of substantive law to the jurisdiction established facts. The procedures specified in this Section 9.13 shall be the sole and exclusive procedures for resolution of such courtsdisputes; provided, or however, that such suit, action or proceeding is an inconvenient venue. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing nothing contained herein shall be deemed to limit in preclude any way any right to serve process in any other manner permitted by law. This provision will be interpreted, construed and governed according to the Federal Arbitration Act (9 U.S.C. Sections 1 et seqparty from filing a judicial proceeding seeking equitable or injunctive relief.).

Governing Law; Arbitration. All questions concerning the constructionThe law of Delaware (exclusive of conflict or choice of law rules) shall govern, validity, enforcement construe and interpretation enforce all of the Transaction Documents shall be governed by rights and construed and enforced in accordance with, and any dispute between the parties relating to or arising from the Transaction Documents shall be governed by, the internal laws duties of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and Parties arising or in any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents), as well as any dispute between the parties way relating to the Transaction Documentssubject matter of this Agreement. In the event of any dispute, claim or controversy arising out of or relating to this Agreement (including any claim based on contract, tort or statute) or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, (a “Dispute”), then the Parties shall engage in informal, good faith discussions and attempt to resolve the Dispute. If the Parties are unable to resolve the Dispute, then the Dispute shall be resolved determined by confidential binding arbitration in San FranciscoKansas City, California MO before an arbitrator with experience in commercial disputes relating to securitiesone arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Streamlined Arbitration Rules and Procedures, or, if for . Judgment on any reason JAMS refuses to administer such arbitration or JAMS is no longer in business, by the American Arbitration Association (“AAA”) in accordance with its rules and procedures. Unless the arbitrator determines that there is exceptional need for additional discovery, discovery in the arbitration shall be limited as follows: (1) the parties shall exchange non-privileged relevant documents including, without limitation, all documents that the parties intend to use as evidence in the arbitration; and (2) each party shall be entitled to take one deposition of seven hours duration of either an opposing party or a non-party. If one party fails to respond within 20 days after the other party mails a written list of proposed arbitrators to that party by either agreeing to one of the proposed arbitrators or suggesting 3 or more alternate arbitrators, the proposing party may select the arbitrator from among its initial list of proposed arbitrators and JAMS (or AAA if it is administering the arbitration) shall then appoint that arbitrator to preside over the arbitration. If the parties are unable to agree on an arbitrator, the parties shall select an arbitrator award pursuant to the rules of JAMS (or AAA if it is administering the arbitration). Where reasonable, the arbitrator shall schedule the arbitration hearing within four (4) months after being appointed. The arbitrator must render a decision in writing, explaining the legal and factual basis for decision as to each of the principal controverted issues. The arbitrator’s decision will be final and binding upon the parties. A judgment upon any award may be entered in any court of competent jurisdiction. This clause The arbitrator shall be a retired judge with at least five years of experience presiding over disputes related to complex commercial transactions. The arbitrator shall be appointed by mutual agreement of the Parties or, if no agreement can be reached, then each Party shall appoint one JAMS arbitrator for the purpose of selecting the arbitrator to govern the Dispute, and those two arbitrators shall select the arbitrator to govern the Dispute. In any arbitration arising out of or related to this Agreement, the arbitrator shall award to the prevailing Party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing Party in connection with the arbitration. If the arbitrator determines a Party to be the prevailing Party under circumstances where the prevailing Party won on some but not preclude all of the parties from seeking claims and counterclaims, the arbitrator may award the prevailing Party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing Party in connection with the arbitration. Without limiting the effect of Section 4.2(iii) of these Terms and Conditions, the Parties shall maintain the confidential nature of the arbitration proceeding and the award, except as may be necessary in connection with a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision. Notwithstanding anything herein to the contrary, either Party shall be entitled to seek to obtain any provisional remedies in aid of arbitrationremedy, such as including injunctive or similar relief, from any court of competent jurisdiction. Each party shall jurisdiction as may be responsible for advancing one-half of the costs of arbitration, including all JAMS (or AAA) fees; provided that, in the award, the prevailing party shall be entitled necessary to recover all of its costs protect that Party’s rights and expenses, including reasonable attorneys’ fees and costs, arbitrator fees, JAMS (or AAA) fees and costs, and any attorneys’ fees and costs incurred in compelling arbitration. The parties are not waiving, and expressly reserve, any rights they may have under federal securities laws, rules, and regulations, and any such rights shall be determined in the arbitration provided for herein. Each party hereby irrevocably agrees and submits to the jurisdiction of the federal and state courts located in the City of San Francisco, California, for any suit, action or proceeding enforcing this arbitration provision or entering judgment upon any arbitral award made pursuant to this arbitration provision, and each party hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, or that such suit, action or proceeding is an inconvenient venue. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. This provision will be interpreted, construed and governed according to the Federal Arbitration Act (9 U.S.C. Sections 1 et seqinterests.).

Governing Law; Arbitration. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents terms, conditions, and other provisions of this Agreement shall be interpreted and governed by and construed and enforced in accordance withreference to the laws of the State of New York, and any dispute arising therefrom and the remedies available shall be determined in accordance with such laws without giving effect to the principles of conflicts of law. Any disagreement, dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof (a "Dispute"), shall first be negotiated between the Chief Executive Officer of Seller or his designee (on behalf of Seller), on the one hand, and the Chief Executive Officer of Cyber Digital or his designee (on behalf of Purchaser), on the other hand, for attempted resolution by good faith negotiation within thirty (30) days after the parties relating have been notified that a Dispute exists. In the event that respective Chief Executive Officers (or their designees) are unable to or arising from the Transaction Documents resolve such Dispute within such thirty (30) day period, said Dispute shall be governed byreferred to binding arbitration for resolution in accordance with the Rules for Non-Administered Arbitration of Business Disputes, promulgated by the Center for Public Resources, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("CPR") and in effect as of the date of this Agreement. The arbitration shall be held in New York, New York unless Seller, on the one hand, and Purchaser, on the other hand, agree to an alternate location, in which case the arbitration shall be held at such alternate location. There shall be one arbitrator who shall be an attorney specializing in mergers and acquisitions law with at least fifteen (15) years of experience and who shall be appointed from a list of such attorneys maintained by the CPR or a member of the Judicial Panel of the Center of Public Resources for the resolution of disputes similar to the Dispute. Each party shall have the right to exercise two (2) peremptory challenges within 48 hours of being advised of the selection of an arbitrator. After consulting with the parties, the internal laws arbitrator shall devise procedures and deadlines for the arbitration with the goal of expediting the proceeding and completing the arbitration within sixty (60) days after the date of referral. There shall be no discovery other than limited document discovery which may be granted to the extent reasonable and necessary as determined in the discretion of the arbitrator. Neither party shall be entitled to discovery as a matter of right. The arbitrator shall render his or her decision and proscribe a fair and reasonable award within thirty (30) calendar days of the close of the arbitration proceeding. The arbitrator's award will state the sum of money, if any, and any equitable relief to be awarded with no statement of reasons. The parties shall pay their own costs, fees and expenses of the procedures set forth in this Section 10.05. The arbitrator shall decide the matter as would a United States District Judge sitting in the case, whether under its diversity or federal question jurisdiction, except that Federal Rules of Civil Procedure shall not apply, except as specifically determined by the arbitrator. The arbitrator shall premise the award upon the claimant's legal right to recovery based on the terms of this agreement and the applicable law of the State of New York, without regard to the principles conflict of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretationslaws rules, enforcement and defense together with any applicable provisions of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents), as well as any dispute between the parties relating to the Transaction Documents, shall be resolved by binding arbitration in San Francisco, California before an arbitrator with experience in commercial disputes relating to securities. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, or, if for any reason JAMS refuses to administer such arbitration or JAMS is no longer in business, by the American Arbitration Association (“AAA”) in accordance with its rules and procedures. Unless the arbitrator determines that there is exceptional need for additional discovery, discovery in the arbitration shall be limited as follows: (1) the parties shall exchange non-privileged relevant documents including, without limitation, all documents that the parties intend to use as evidence in the arbitration; and (2) each party shall be entitled to take one deposition of seven hours duration of either an opposing party or a non-party. If one party fails to respond within 20 days after the other party mails a written list of proposed arbitrators to that party by either agreeing to one laws of the proposed arbitrators or suggesting 3 or more alternate arbitrators, the proposing party may select the arbitrator from among its initial list of proposed arbitrators and JAMS (or AAA if it is administering the arbitration) shall then appoint that arbitrator to preside over the arbitration. If the parties are unable to agree on an arbitrator, the parties shall select an arbitrator pursuant to the rules of JAMS (or AAA if it is administering the arbitration). Where reasonable, the arbitrator shall schedule the arbitration hearing within four (4) months after being appointed. The arbitrator must render a decision in writing, explaining the legal and factual basis for decision as to each of the principal controverted issuesUnited States. The arbitrator’s decision will 's award shall be final and binding upon the partiesparties and their respective heirs, executors, assigns and personal administrators. A judgment upon Barring the existence of any award may be entered in any court circumstance specified by law for the vacatur of competent jurisdiction. This clause shall not preclude the parties from seeking provisional remedies in aid of arbitration, such as injunctive relief, from any court of competent jurisdiction. Each party shall be responsible for advancing one-half of the costs of arbitration, including all JAMS (or AAA) fees; provided that, in the award, the prevailing party award shall be entitled complied with by the party against whom it is directed without necessity for an application to recover all the court for confirmation of its costs and expenses, including reasonable attorneys’ fees and costs, arbitrator fees, JAMS (or AAA) fees and costs, and the award. A judgment may be entered on the award by any attorneys’ fees and costs incurred in compelling arbitrationcourt having competent jurisdiction. The parties are not waiving, to this agreement hereby consent and expressly reserve, any rights they may have under federal securities laws, rules, and regulations, and any such rights shall be determined in the arbitration provided for herein. Each party hereby irrevocably agrees and submits submit their person to the jurisdiction of the federal United States District Court for the Southern District of New York and state courts located any New York State court in New York County for the City enforcement of San Franciscothese provisions and any award rendered hereunder. The arbitrator shall not be an employee, Californiadirector, trustee or shareholder of any party or an Affiliate of any of the above-referenced Persons, shall be independent and impartial and shall abide by the Ethical Standards of Professional Responsibility issued by the Society of Professionals in Dispute Resolution in effect as of the date of this Agreement. Prior to accepting an appointment in this case, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule. The arbitrator may be removed for any suitcause consisting of actual bias, action conflict of interest or proceeding enforcing other serious potential for conflict. The proportion in which the parties shall pay the costs, fees and expenses of the procedures set forth in this arbitration provision or entering judgment upon any arbitral award made Section 10.05 pursuant to this arbitration provisionparagraph (e) above shall be split 50-50 between Seller, on the one hand, and each party hereby irrevocably waivesPurchaser, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to on the jurisdiction of such courts, or that such suit, action or proceeding is an inconvenient venueother hand. Each party hereby shall pay its own costs (including, without limitation, attorneys' fees and disbursements) and expenses in connection with these procedures. Any negotiations hereunder or any proceedings with an arbitrator shall be private and confidential. Except as may be required by applicable law, no party shall make (or instruct the arbitrator or any other Person to make) any public announcement with respect to the proceedings or decisions without the prior written consent of the other party hereto. The existence of any Dispute submitted to an arbitrator hereunder, and the award of such arbitrator, shall be kept in the strictest confidence by the parties and such arbitrator, except as may be required in connection with the enforcement of such award or as otherwise required by applicable law. Each party hereto irrevocably waives personal and unconditionally consents to the service of any and all process and consents to process being served in any such suit, action or proceeding by the mailing a copy thereof via registered or of copies of such process by certified mail or overnight delivery (with evidence of delivery) to such party and its, his or her counsel at the address their respective addresses specified in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. This provision will be interpreted, construed and governed according to the Federal Arbitration Act (9 U.S.C. Sections 1 et seqSection 10.02.).

Governing Law; Arbitration. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with, and any dispute between the parties relating to or arising from the Transaction Documents 13.1 This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New YorkCalifornia, without regard giving effect to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning law. 13.2 In the interpretations, enforcement and defense of the transactions contemplated by this Agreement and event any other Transaction Documents (whether brought against a party hereto controversy or its respective affiliates, directors, officers, shareholders, employees or agents), as well as any dispute shall arise between the parties under, out of, in connection with, or relating to this Agreement or the Transaction Documentsbreach thereof, the party initiating such controversy or making such claim shall be resolved by provide to the other party notice containing a brief and concise statement of the initiating party’s claims, together with relevant facts supporting them. Following the date of said notice, the parties shall make good faith efforts to settle the dispute. In the event the parties have been unable to reach accord using the procedures set forth in this Section 13, either party may seek binding arbitration before three (3) arbitrators in San Francisco, California before an arbitrator accordance with experience in commercial disputes relating to securities. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, or, if for any reason JAMS refuses to administer such arbitration or JAMS is no longer in business, by the rules of the American Arbitration Association (“AAA”) in accordance with its rules and procedures). Unless the arbitrator determines that there is exceptional need for additional discovery, discovery in the arbitration shall be limited as follows: (1) the parties shall exchange non-privileged relevant documents including, without limitation, all documents that the parties intend to use as evidence in the arbitration; and (2) each Each party shall be entitled to take appoint one deposition of seven hours duration of either an opposing party or a non-partyarbitrator and the appointed arbitrators shall in turn appoint the third arbitrator. If one party fails to respond within 20 days after In the other party mails a written list of proposed event the two appointed arbitrators to that party by either agreeing to one of the proposed arbitrators or suggesting 3 or more alternate arbitrators, the proposing party may select the arbitrator from among its initial list of proposed arbitrators and JAMS (or AAA if it is administering the arbitration) shall then appoint that arbitrator to preside over the arbitration. If the parties are unable to agree on an upon the third arbitrator, the AAA shall designate the third arbitrator to arbitrate the controversy or dispute. The arbitration shall be held in San Francisco, California. Within thirty (30) days after initiation of arbitration, the parties shall select an arbitrator pursuant to the rules of JAMS (or AAA if it is administering the arbitration). Where reasonable, the arbitrator shall schedule reach agreement upon and thereafter follow procedures assuring that the arbitration hearing will be concluded and the award rendered within four no more than six (46) months after being appointed. The arbitrator must render a decision in writing, explaining the legal and factual basis for decision as to each from selection of the principal controverted issuesthree arbitrators. The arbitrator’s decision Failing such agreement, AAA will be final design, and binding upon the parties. A judgment upon any award may be entered in any court of competent jurisdiction. This clause shall not preclude the parties from seeking provisional remedies in aid of arbitrationwill follow, such as injunctive reliefprocedures. THE ARBITRATORS SHALL NOT AWARD ANY PARTY PUNITIVE OR EXEMPLARY DAMAGES, from any court of competent jurisdictionAND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO SEEK SUCH DAMAGES. Each party shall be responsible for advancing one-half has the right before or during the arbitration to seek and obtain from the appropriate court provisional remedies such as attachment, preliminary injunction, replevin, etc., to avoid irreparable harm, maintain the status quo or preserve the subject matter of the costs of arbitration, including all JAMS (or AAA) fees; provided that, in the award, the prevailing party shall be entitled to recover all of its costs and expenses, including reasonable attorneys’ fees and costs, arbitrator fees, JAMS (or AAA) fees and costs, and any attorneys’ fees and costs incurred in compelling arbitration. The parties are not waiving, and expressly reserve, any rights they may have under federal securities laws, rules, and regulations, and any such rights shall be determined in the arbitration provided for herein. Each party hereby irrevocably agrees and submits to the jurisdiction of the federal and state courts located in the City of San Francisco, California, for any suit, action or proceeding enforcing this arbitration provision or entering judgment upon any arbitral award made pursuant to this arbitration provision, and each party hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, or that such suit, action or proceeding is an inconvenient venue. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. This provision will be interpreted, construed and governed according to the Federal Arbitration Act (9 U.S.C. Sections 1 et seq.).

Governing Law; Arbitration. All questions concerning the constructionThe law of California (exclusive of conflict or choice of law rules) shall govern, validity, enforcement construe and interpretation enforce all of the Transaction Documents shall be governed by rights and construed and enforced in accordance with, and any dispute between the parties relating to or arising from the Transaction Documents shall be governed by, the internal laws duties of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and Parties arising or in any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents), as well as any dispute between the parties way relating to the Transaction Documentssubject matter of this Agreement. In the event of any dispute, claim or controversy arising out of or relating to this Agreement (including any claim based on contract, tort or statute) or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, (a “Dispute”), then the Parties shall engage in informal, good faith discussions and attempt to resolve the Dispute. If the Parties are unable to resolve the Dispute within forty-five (45) days, then the Dispute shall be resolved determined by confidential binding arbitration in San Francisco, California Francisco before an arbitrator with experience in commercial disputes relating to securitiesone arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Streamlined Arbitration Rules and Procedures, or, if for . Judgment on any reason JAMS refuses to administer such arbitration or JAMS is no longer in business, by the American Arbitration Association (“AAA”) in accordance with its rules and procedures. Unless the arbitrator determines that there is exceptional need for additional discovery, discovery in the arbitration shall be limited as follows: (1) the parties shall exchange non-privileged relevant documents including, without limitation, all documents that the parties intend to use as evidence in the arbitration; and (2) each party shall be entitled to take one deposition of seven hours duration of either an opposing party or a non-party. If one party fails to respond within 20 days after the other party mails a written list of proposed arbitrators to that party by either agreeing to one of the proposed arbitrators or suggesting 3 or more alternate arbitrators, the proposing party may select the arbitrator from among its initial list of proposed arbitrators and JAMS (or AAA if it is administering the arbitration) shall then appoint that arbitrator to preside over the arbitration. If the parties are unable to agree on an arbitrator, the parties shall select an arbitrator award pursuant to the rules of JAMS (or AAA if it is administering the arbitration). Where reasonable, the arbitrator shall schedule the arbitration hearing within four (4) months after being appointed. The arbitrator must render a decision in writing, explaining the legal and factual basis for decision as to each of the principal controverted issues. The arbitrator’s decision will be final and binding upon the parties. A judgment upon any award may be entered in any court of competent jurisdiction. This clause The arbitrator shall be a retired judge with at least five years of experience presiding over disputes related to complex commercial transactions. The arbitrator shall be appointed by agreement of the Parties or, if no agreement can be reached, then each Party shall appoint one JAMS arbitrator for the purpose of selecting the arbitrator to govern the Dispute, and those two arbitrators shall select the arbitrator to govern the Dispute. In any arbitration arising out of or related to this Agreement, the arbitrator shall award to the prevailing Party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing Party in connection with the arbitration. If the arbitrator determines a Party to be the prevailing Party under circumstances where the prevailing Party won on some but not preclude all of the parties from seeking claims and counterclaims, the arbitrator may award the prevailing Party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing Party in connection with the arbitration. Without limiting the effect of Section 4.2(iii) of these Terms and Conditions, the Parties shall maintain the confidential nature of the arbitration proceeding and the award, except as may be necessary in connection with a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision. Notwithstanding anything herein to the contrary, either Party shall be entitled to seek to obtain any provisional remedies in aid of arbitrationremedy, such as including injunctive or similar relief, from any court of competent jurisdiction. Each party shall jurisdiction as may be responsible for advancing one-half of the costs of arbitration, including all JAMS (or AAA) fees; provided that, in the award, the prevailing party shall be entitled necessary to recover all of its costs protect that Party’s rights and expenses, including reasonable attorneys’ fees and costs, arbitrator fees, JAMS (or AAA) fees and costs, and any attorneys’ fees and costs incurred in compelling arbitration. The parties are not waiving, and expressly reserve, any rights they may have under federal securities laws, rules, and regulations, and any such rights shall be determined in the arbitration provided for herein. Each party hereby irrevocably agrees and submits to the jurisdiction of the federal and state courts located in the City of San Francisco, California, for any suit, action or proceeding enforcing this arbitration provision or entering judgment upon any arbitral award made pursuant to this arbitration provision, and each party hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, or that such suit, action or proceeding is an inconvenient venue. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. This provision will be interpreted, construed and governed according to the Federal Arbitration Act (9 U.S.C. Sections 1 et seqinterests.).

Governing Law; Arbitration. (a) All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents terms, conditions, and other provisions of this Agreement shall be interpreted and governed by and construed and enforced in accordance with, and any dispute between reference to the parties relating to or arising from the Transaction Documents shall be governed by, the internal laws of the State of New York, and any dispute arising therefrom and the remedies available shall be determined in accordance with such laws without regard giving effect to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning law. (b) Any disagreement, dispute, controversy or claim arising out of or relating to this Agreement, or the interpretationsbreach, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents termination or validity thereof (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents"Dispute"), as well as any dispute shall first be negotiated between the Chief Executive Officer of Seller or his designee (on behalf of Seller), on the one hand, and the Chief Executive Officer of Cyber Digital or his designee (on behalf of Purchaser), on the other hand, for attempted resolution by good faith negotiation within thirty (30) days after the parties relating have been notified that a Dispute exists. (c) In the event that respective Chief Executive Officers (or their designees) are unable to the Transaction Documentsresolve such Dispute within such thirty (30) day period, said Dispute shall be resolved by referred to binding arbitration for resolution in San Franciscoaccordance with the Rules for Non-Administered Arbitration of Business Disputes, California before an arbitrator with experience promulgated by the Center for Public Resources, 366 Madison Avenue, New York, New York 10019 ("CPR") and in commercial disputes relating to securities. effect as xx xxx xxxx xx xxxx Xxxxxxxxx. (d) The arbitration shall be administered by JAMS pursuant held in New York, New York unless Seller, on the one hand, and Purchaser, on the other hand, agree to its Comprehensive Arbitration Rules and Proceduresan alternate location, or, if for any reason JAMS refuses to administer such arbitration or JAMS is no longer in business, by the American Arbitration Association (“AAA”) in accordance with its rules and procedures. Unless the arbitrator determines that there is exceptional need for additional discovery, discovery in which case the arbitration shall be limited as follows: held at such alternate location. There shall be one arbitrator who shall be an attorney specializing in mergers and acquisitions law with at least fifteen (115) years of experience and who shall be appointed from a list of such attorneys maintained by the parties CPR or a member of the Judicial Panel of the Center of Public Resources for the resolution of disputes similar to the Dispute. Each party shall exchange non-privileged relevant documents including, without limitation, all documents that have the parties intend right to use as evidence in the arbitration; and exercise two (2) each peremptory challenges within 48 hours of being advised of the selection of an arbitrator. (e) After consulting with the parties, the arbitrator shall devise procedures and deadlines for the arbitration with the goal of expediting the proceeding and completing the arbitration within sixty (60) days after the date of referral. There shall be no discovery other than limited document discovery which may be granted to the extent reasonable and necessary as determined in the discretion of the arbitrator. Neither party shall be entitled to take one deposition discovery as a matter of seven hours duration of either an opposing party right. (f) The arbitrator shall render his or her decision and proscribe a non-party. If one party fails to respond fair and reasonable award within 20 thirty (30) calendar days after the other party mails a written list of proposed arbitrators to that party by either agreeing to one of the proposed arbitrators or suggesting 3 or more alternate arbitrators, the proposing party may select the arbitrator from among its initial list close of proposed arbitrators and JAMS (or AAA if it is administering the arbitration) shall then appoint that arbitrator to preside over the arbitration. If the parties are unable to agree on an arbitrator, the parties shall select an arbitrator pursuant to the rules of JAMS (or AAA if it is administering the arbitration). Where reasonable, the arbitrator shall schedule the arbitration hearing within four (4) months after being appointed. The arbitrator must render a decision in writing, explaining the legal and factual basis for decision as to each of the principal controverted issuesproceeding. The arbitrator’s decision 's award will be final and binding upon state the parties. A judgment upon any award may be entered in any court sum of competent jurisdiction. This clause shall not preclude the parties from seeking provisional remedies in aid of arbitrationmoney, such as injunctive relief, from any court of competent jurisdiction. Each party shall be responsible for advancing one-half of the costs of arbitration, including all JAMS (or AAA) fees; provided that, in the award, the prevailing party shall be entitled to recover all of its costs and expenses, including reasonable attorneys’ fees and costs, arbitrator fees, JAMS (or AAA) fees and costsif any, and any attorneys’ fees and costs incurred in compelling arbitrationequitable relief to be awarded with no statement of reasons. The parties are not waivingshall pay their own costs, fees and expressly reserve, any rights they may have under federal securities laws, rules, and regulations, and any such rights shall be determined in the arbitration provided for herein. Each party hereby irrevocably agrees and submits to the jurisdiction expenses of the federal and state courts located procedures set forth in the City of San Francisco, California, for any suit, action or proceeding enforcing this arbitration provision or entering judgment upon any arbitral award made pursuant to this arbitration provision, and each party hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, or that such suit, action or proceeding is an inconvenient venue. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. This provision will be interpreted, construed and governed according to the Federal Arbitration Act (9 U.S.C. Sections 1 et seqSection 10.).

Governing Law; Arbitration. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents other than the Israeli Security Agreement shall be governed by and construed and enforced in accordance with, and any dispute between the parties relating to or arising from the Transaction Documents shall be governed by, the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents), as well as any dispute between the parties relating to the Transaction Documents, shall be resolved by binding arbitration in San Francisco, California before an arbitrator with experience in commercial disputes relating to securities. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, or, if for any reason JAMS refuses to administer such arbitration or JAMS is no longer in business, by the American Arbitration Association (“"AAA”") in accordance with its rules and procedures. Unless the arbitrator determines that there is exceptional need for additional discovery, discovery in the arbitration shall be limited as follows: (1) the parties shall exchange non-privileged relevant documents including, without limitation, all documents that the parties intend to use as evidence in the arbitration; and (2) each party shall be entitled to take one deposition of seven hours duration of either an opposing party or a non-party. If one party fails to respond within 20 days after the other party mails a written list of proposed arbitrators to that party by either agreeing to one of the proposed arbitrators or suggesting 3 or more alternate arbitrators, the proposing party may select the arbitrator from among its initial list of proposed arbitrators and JAMS (or AAA if it is administering the arbitration) shall then appoint that arbitrator to preside over the arbitration. If the parties are unable to agree on an arbitrator, the parties shall select an arbitrator pursuant to the rules of JAMS (or AAA if it is administering the arbitration). Where reasonable, the arbitrator shall schedule the arbitration hearing within four (4) months after being appointed. The arbitrator must render a decision in writing, explaining the legal and factual basis for decision as to each of the principal controverted issues. The arbitrator’s 's decision will be final and binding upon the parties. A judgment upon any award may be entered in any court of competent jurisdiction. This clause shall not preclude the parties from seeking provisional remedies in aid of arbitration, such as injunctive relief, from any court of competent jurisdiction. Each party shall be responsible for advancing one-half of the costs of arbitration, including all JAMS (or AAA) fees; provided that, in the award, the prevailing party shall be entitled to recover all of its costs and expenses, including reasonable attorneys’ ' fees and costs, arbitrator fees, JAMS (or AAA) fees and costs, and any attorneys’ ' fees and costs incurred in compelling arbitration. The parties are not waiving, and expressly reserve, any rights they may have under federal securities laws, rules, and regulations, and any such rights shall be determined in the arbitration provided for herein. Each party hereby irrevocably agrees and submits to the jurisdiction of the federal and state courts located in the City of San Francisco, California, for any suit, action or proceeding enforcing this arbitration provision or entering judgment upon any arbitral award made pursuant to this arbitration provision, and each party hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, or that such suit, action or proceeding is an inconvenient venue. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. This provision will be interpreted, construed and governed according to the Federal Arbitration Act (9 U.S.C. Sections 1 et seq.).

Governing Law; Arbitration. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents This Agreement shall be governed by interpreted and construed and enforced in accordance with, with the substantive laws (and any dispute between not the parties relating to or arising from the Transaction Documents shall be governed by, the internal laws law of conflicts) of the State of New YorkCalifornia and the United States of America with the same force and effect as if fully executed and to be fully performed therein. All actions or proceedings arising in connection with, without regard touching upon or relating to this Agreement, the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning breach thereof and/or the interpretations, enforcement and defense scope of the transactions contemplated by provisions of this Agreement and any other Transaction Documents Section 23 (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents), as well as any dispute between the parties relating to the Transaction Documents, “Proceeding”) shall be resolved by submitted to [choose one:]45 [JAMS (“JAMS”) for binding arbitration in San Francisco, California before an arbitrator with experience in commercial disputes relating to securities. The arbitration shall be administered by JAMS pursuant to under its Comprehensive Arbitration Rules and ProceduresProcedures if the matter in dispute is over $250,000 or under its Streamlined Arbitration Rules and Procedures if the matter in dispute is $250,000 or less (as applicable, or, if the “Rules”)] OR [ADR Services (“ADR Services”) for any reason JAMS refuses to administer such binding arbitration or JAMS is no longer in business, by under its Arbitration Rules (the “Rules”)] OR [the American Arbitration Association ("AAA") for binding arbitration under its Commercial Arbitration Rules (the “AAARules”)] OR [the International Chamber of Commerce ("ICC") for binding arbitration under its Rules of Arbitration (the “Rules”)] to be held solely in Los Angeles, California, U.S.A., in the English language in accordance with its rules and procedures. Unless the arbitrator determines that there is exceptional need for additional discovery, discovery in the provisions below.46 Each arbitration shall be limited as follows: conducted by an arbitral tribunal (1the “Arbitral Board”) the parties shall exchange non-privileged relevant documents including, without limitation, all documents that the parties intend to use as evidence in the arbitration; and (2) each party consisting of [choose one:] [a single arbitrator who shall be entitled to take one deposition of seven hours duration of either an opposing party or a non-party. If one party fails to respond within 20 days after mutually agreed upon by the other party mails a written list of proposed arbitrators to that party by either agreeing to one of the proposed arbitrators or suggesting 3 or more alternate arbitrators, the proposing party may select the arbitrator from among its initial list of proposed arbitrators and JAMS (or AAA if it is administering the arbitration) shall then appoint that arbitrator to preside over the arbitrationparties. If the parties are unable to agree on an arbitrator, the arbitrator shall be appointed by [JAMS] [ADR Services] [the AAA] [the ICC]. The arbitrator shall be a retired judge with at least ten (10) years experience in commercial matters.] OR [three (3) arbitrators who shall be retired judges knowledgeable in commercial matters, one chosen by Xxxxxxxx and one chosen by Licensee, in each case, within thirty (30) days of notice of arbitration and one chosen by the two (2) arbitrators selected by the parties. If the parties fail to mutually agree upon the third arbitrator within thirty (30) days of the selection of both such arbitrators, then the third arbitrator shall be selected in accordance with the Rules. The third arbitrator shall be a retired judge with at least ten (10) years experience in commercial matters.] [Include the following if appropriate to the situation:] [The Arbitral Board shall assess the cost, fees and expenses of the arbitration against the losing party, and the prevailing party in any arbitration or legal proceeding relating to this Agreement shall be entitled to all reasonable expenses (including reasonable attorney’s fees). Notwithstanding the foregoing, the Arbitral Board may require that such fees be borne in such other manner as the Arbitral Board determines is required in order for this arbitration clause to be enforceable under applicable law.]47 The parties shall select an arbitrator pursuant be entitled to conduct discovery in accordance with Section 1283.05 of the California Code of Civil Procedure, provided that (a) the Arbitral Board must authorize all such discovery in advance based on findings that the material sought is relevant to the rules issues in dispute and that the nature and scope of JAMS such discovery is reasonable under the circumstances, and (or AAA if it b) discovery shall be limited to depositions and production of documents unless the Arbitral Board finds that another method of discovery (e.g., interrogatories) is administering the arbitration)most reasonable and cost efficient method of obtaining the information sought. Where reasonable, There shall be a record of the arbitrator shall schedule proceedings at the arbitration hearing within four (4) months after being appointed. The arbitrator must render and the Arbitral Board shall issue a decision in writing, explaining Statement of Decision setting forth the factual and legal and factual basis for decision as to each the Arbitral Board's decision. If neither party gives written notice requesting an appeal within ten (10) business days after the issuance of the principal controverted issues. The arbitrator’s Statement of Decision, the Arbitral Board's decision will shall be final and binding upon the parties. A judgment upon any award as to all matters of substance and procedure, and may be entered enforced by a petition to the Los Angeles County Superior Court or, in any the case of Licensee, such other court having jurisdiction over Licensee, which may be made ex parte, for confirmation and enforcement of competent jurisdictionthe award. This clause If either party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the award of the Arbitral Board shall be appealed to three (3) neutral arbitrators (the "Appellate Arbitrators"), each of whom shall have the same qualifications and be selected through the same procedure as the Arbitral Board. The appealing party shall file its appellate brief within thirty (30) days after its written notice requesting the appeal and the other party shall file its brief within thirty (30) days thereafter. The Appellate Arbitrators shall thereupon review the decision of the Arbitral Board applying the same standards of review (and all of the same presumptions) as if the Appellate Arbitrators were a California Court of Appeal reviewing a judgment of the Los Angeles County Superior Court, except that the Appellate Arbitrators shall in all cases issue a final award and shall not preclude remand the parties from seeking provisional remedies matter to the Arbitral Board. The decision of the Appellate Arbitrators shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the Los Angeles County Superior Court or, in aid the case of arbitrationLicensee, such other court having jurisdiction over Licensee, which may be made ex parte, for confirmation and enforcement of the award. [The party appealing the decision of the Arbitral Board shall pay all costs and expenses of the appeal, including the fees of the Appellate Arbitrators and including the reasonable outside attorneys’' fees of the opposing party, unless the decision of the Arbitral Board is reversed, in which event the costs, fees and expenses of the appeal shall be borne as injunctive reliefdetermined by the Appellate Arbitrators.]48 Subject to a party's right to appeal pursuant to the above, from neither party shall challenge or resist any court of competent jurisdictionenforcement action taken by the party in whose favor the Arbitral Board, or if appealed, the Appellate Arbitrators, decided. Each party acknowledges that it is giving up the right to a trial by jury or court. The Arbitral Board shall be responsible for advancing one-half of have the costs of arbitration, including all JAMS (or AAA) fees; provided that, in the award, the prevailing power to enter temporary restraining orders and preliminary and permanent injunctions. Neither party shall be entitled or permitted to recover commence or maintain any action in a court of law with respect to any matter in dispute until such matter shall have been submitted to arbitration as herein provided and then only for the enforcement of the Arbitral Board’s award; provided, however, that prior to the appointment of the Arbitral Board or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief in a court of competent jurisdiction in Los Angeles County, California or, if sought by Licensor, such other court that may have jurisdiction over Licensee, without thereby waiving its right to arbitration of the dispute or controversy under this section. All arbitration proceedings (including proceedings before the Appellate Arbitrators) shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. Notwithstanding anything to the contrary herein, Licensee hereby irrevocably waives any right or remedy to seek and/or obtain injunctive or other equitable relief or any order with respect to, and/or to enjoin or restrain or otherwise impair in any manner, the production, distribution, exhibition or other exploitation of any motion picture, production or project related to Licensor, its costs parents, subsidiaries and expensesaffiliates, including reasonable attorneys’ fees and costsor the use, arbitrator feespublication or dissemination of any advertising in connection with such motion picture, JAMS (production or AAA) fees and costsproject. The provisions of this Section 23 shall supersede any inconsistent provisions of any prior agreement between the parties. [THE PARTIES HEREBY WAIVE THEIR RIGHT TO JURY TRIAL WITH RESPECT TO ALL CLAIMS AND ISSUES ARISING UNDER, and any attorneys’ fees and costs incurred in compelling arbitrationIN CONNECTION WITH, TOUCHING UPON OR RELATING TO THIS AGREEMENT, THE BREACH THEREOF AND/OR THE SCOPE OF THE PROVISIONS OF THIS SECTION, WHETHER SOUNDING IN CONTRACT OR TORT, AND INCLUDING ANY CLAIM FOR FRAUDULENT INDUCEMENT THEREOF. The parties acknowledge that the provisions of this Section 23 are not waiving, and expressly reserve, any rights they may have currently unenforceable under federal securities laws, rules, and regulations, and any such rights shall be determined California law but mutually intend for this Section to apply in the arbitration provided for herein. Each party hereby irrevocably agrees and submits to the jurisdiction of the federal and state courts located in the City of San Francisco, California, for any suit, action or proceeding enforcing this arbitration provision or entering judgment upon any arbitral award made pursuant to this arbitration provision, and each party hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of event such courts, or that such suit, action or proceeding is an inconvenient venue. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it provisions later become enforceable under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by California law. This provision will be interpreted, construed and governed according to the Federal Arbitration Act (9 U.S.C. Sections 1 et seq.).]

Governing Law; Arbitration. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with, and any dispute between the parties relating to or arising from the Transaction Documents (i) This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning law. (ii) Prior to any arbitration pursuant to Section 11(b)(iii), Parent and the interpretationsHolders shall negotiate in good faith for a period of thirty (30) calendar days to resolve any controversy or claim arising out of or relating to this Agreement or the breach hereof (other than any dispute with any of Parent’s valuations or other amounts set forth in the Notice, enforcement and defense which shall be governed by the procedures set forth in Section 6 instead of this Section 11(b)). (iii) After expiration of the transactions 30-day period contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agentsSection 11(b)(ii), as well as such controversy or claim, including any dispute between the parties relating to the Transaction Documentsclaims for breach of this Agreement, shall be resolved settled by binding arbitration in San Francisco, California before an arbitrator with experience in commercial disputes relating to securities. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, or, if for any reason JAMS refuses to administer such arbitration or JAMS is no longer in business, by the American Arbitration Association (“AAA”) in accordance with under its rules Commercial Arbitration Rules, and procedures. Unless judgment on the arbitrator determines that there is exceptional need for additional discovery, discovery in award rendered by the arbitration shall be limited as follows: (1) the parties shall exchange non-privileged relevant documents including, without limitation, all documents that the parties intend to use as evidence in the arbitration; and (2) each party shall be entitled to take one deposition of seven hours duration of either an opposing party or a non-party. If one party fails to respond within 20 days after the other party mails a written list of proposed arbitrators to that party by either agreeing to one of the proposed arbitrators or suggesting 3 or more alternate arbitrators, the proposing party may select the arbitrator from among its initial list of proposed arbitrators and JAMS (or AAA if it is administering the arbitration) shall then appoint that arbitrator to preside over the arbitration. If the parties are unable to agree on an arbitrator, the parties shall select an arbitrator pursuant to the rules of JAMS (or AAA if it is administering the arbitration). Where reasonable, the arbitrator shall schedule the arbitration hearing within four (4) months after being appointed. The arbitrator must render a decision in writing, explaining the legal and factual basis for decision as to each of the principal controverted issues. The arbitrator’s decision will be final and binding upon the parties. A judgment upon any award may be entered in any court having jurisdiction thereof. Parent and the Required Holders may initiate an arbitration for any matter relating to this Agreement; provided that any dispute with any of competent jurisdictionParent’s valuations or other amounts set forth in the Notice shall be governed by the procedures set forth in Section 6 instead of this Section 11(b). This clause The number of arbitrators shall not preclude be three (3). Within fifteen (15) calendar days after the parties from seeking provisional remedies in aid commencement of arbitration, such each of Parent and the Required Holders shall select one (1) person to act as injunctive reliefarbitrator, from any court and the two (2) selected shall select a third arbitrator within fifteen (15) calendar days of competent jurisdictiontheir appointment. Each party If the arbitrators selected by Parent and the Required Holders are unable or fail to agree upon the third arbitrator, the third arbitrator shall be responsible for advancing one-half selected by the American Arbitration Association. The place of the costs arbitration shall be New York, New York. The arbitrators shall be lawyers or retired judges with experience in the industry of Parent and the Borrower and with mergers and acquisitions. Except as may be required by law, neither a Party nor an arbitrator may disclose the existence, content or results of any arbitration hereunder without the prior written consent of Parent and the Required Holders. Parent shall pay all fees and expenses incurred in connection with any arbitration, including all JAMS (or AAA) fees; provided thatthe costs and expenses billed by the arbitrators in connection with the performance of their duties described herein; provided, however, that if the arbitrator rules in the awardfavor of Parent, the prevailing party arbitrator’s fees and expenses shall be entitled to recover all of its costs and expensesoffset against the CVR Payment Amounts, including reasonable attorneys’ fees and costs, arbitrator fees, JAMS (or AAA) fees and costs, and any attorneys’ fees and costs incurred in compelling arbitration. The parties are not waiving, and expressly reserve, any rights they may have under federal securities laws, rules, and regulations, and any such rights shall be determined in the arbitration provided for herein. Each party hereby irrevocably agrees and submits to the jurisdiction of the federal and state courts located in the City of San Francisco, California, for any suit, action or proceeding enforcing this arbitration provision or entering judgment upon any arbitral award made pursuant to this arbitration provision, and each party hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, or that such suit, action or proceeding is an inconvenient venue. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. This provision will be interpreted, construed and governed according to the Federal Arbitration Act (9 U.S.C. Sections 1 et seqif any.).

Governing Law; Arbitration. (a) All questions concerning the construction, validity, enforcement and interpretation matters arising out of the Transaction Documents or relating to this Agreement shall be governed by and construed and enforced in accordance with, and any dispute between the parties relating to or arising from the Transaction Documents shall be governed by, with the internal laws of the State of New York, Delaware without regard giving effect to the principles of conflicts any choice or conflict of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense provision or rule (whether of the transactions contemplated by this Agreement and State of Delaware or any other Transaction Documents jurisdiction). (whether brought against a party hereto b) Buyer, Seller, and XX Xxxxx hereby irrevocably and unconditionally agree to submit exclusively to binding arbitration (to be conducted in the manner set forth in this Section 8.09) for any dispute, controversy, or its respective affiliates, directors, officers, shareholders, employees or agents), as well as any dispute claim between the parties (or their respective heirs, successors, assigns, representatives, agents, or Affiliates) arising out of, relating to, or in connection with this Agreement, regardless of whether such dispute is based upon fiduciary duty, tort, contract, statute, regulation, or otherwise. Xxxxx, Seller, and XX Xxxxx agree not to the Transaction Documentscommence any such dispute, shall be resolved by binding arbitration in San Franciscoaction, California before an arbitrator with experience in commercial disputes relating suit, or proceeding except pursuant to securities. this Section 8.09. (c) The arbitration shall be administered by JAMS pursuant to its Comprehensive conducted in accordance with the Commercial Arbitration Rules and Procedures, or, if for any reason JAMS refuses to administer such arbitration or JAMS is no longer in business, by of the American Arbitration Association (the “AAA”) in accordance with its effect at the time of the arbitration, except as such rules and proceduresmay be modified by mutual agreement of the parties. Unless the arbitrator determines that there is exceptional need for additional discovery, discovery in The seat of the arbitration shall be limited as follows:in the County of New Castle, Delaware. Buyer, Seller, and XX Xxxxx hereby irrevocably and unconditionally waive any objection to the laying of venue of any such arbitration in the County of New Castle, Delaware, and hereby further irrevocably and unconditionally waive and agree not to plead or claim that any such arbitration has been brought in an improper venue or an inconvenient forum. (1d) The arbitration shall be conducted by a panel of three arbitrators, one of which shall be selected by each of the parties to such arbitration, and the third arbitrator shall exchange non-privileged relevant documents including, without limitation, all documents that be agreed upon by the parties intend to use as evidence two appointed arbitrators. Each of the arbitrators shall be a partner in a law firm experienced in the arbitration; and (2) each party shall be entitled to take one deposition area of seven hours duration of either an opposing party or a non-partyprivate equity funds. If one party fails to respond the two arbitrators have not agreed upon the third arbitrator within 20 30 days after the other party mails a written list of proposed arbitrators to that party by either agreeing to one filing of the proposed arbitrators or suggesting 3 or more alternate arbitratorsrequest for arbitration, the proposing then any party may select request the arbitrator from among its initial list AAA to appoint the third arbitrator. (e) The arbitrators shall determine issues of proposed arbitrability in the first instance but may not limit, expand, or otherwise modify the terms of this Agreement, and Buyer, Seller, and XX Xxxxx hereby irrevocably and unconditionally waive any right to a judicial determination of arbitrability. The arbitrators are not empowered to act or make any award other than based solely on the rights and JAMS (or AAA if it is administering the arbitration) shall then appoint that arbitrator to preside over the arbitration. If obligations of the parties are unable prior to agree on an arbitrator, the parties any termination of this Agreement. (f) The arbitral award shall select an arbitrator pursuant to the rules of JAMS (or AAA if it is administering the arbitration). Where reasonable, the arbitrator shall schedule the arbitration hearing within four (4) months after being appointed. The arbitrator must render a decision be in writing, explaining state the legal reasons for the award, and factual basis for decision as to each of the principal controverted issues. The arbitrator’s decision will be final and binding upon on the parties. A judgment The award may include an award of costs (including attorneys’ fees and disbursements). In the absence of an award of costs, each party to the arbitration shall bear its own costs and expenses of arbitration; provided that the costs and expenses of the arbitrators shall be paid ratably by the parties to the arbitration. Judgment upon any the award may be entered in by any court having jurisdiction over the award or over the relevant party or its assets. (g) Service of competent jurisdiction. This clause any process, notice, summons, or document pursuant to Section 8.02 shall be effective service for any such arbitration brought against such party. (h) The parties, their representatives, other participants, and the arbitrators shall hold the existence, content and result of any arbitration in the strictest of confidence and shall not preclude disclose the parties from seeking provisional remedies same except as required by law and in aid connection with the confirmation and enforcement of arbitration, such as injunctive relief, from any court of competent jurisdiction. Each party shall be responsible for advancing one-half of the costs of arbitration, including all JAMS (or AAA) fees; provided that, in the award, the prevailing party shall be entitled to recover all of its costs and expenses, including reasonable attorneys’ fees and costs, arbitrator fees, JAMS (or AAA) fees and costs, and any attorneys’ fees and costs incurred in compelling arbitration. The parties are not waiving, and expressly reserve, any rights they may have under federal securities laws, rules, and regulations, and any such rights shall be determined in the arbitration provided for herein. Each party hereby irrevocably agrees and submits to the jurisdiction of the federal and state courts located in the City of San Francisco, California, for any suit, action or proceeding enforcing this arbitration provision or entering judgment upon any arbitral award made rendered pursuant to this arbitration provision, and each party hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, or that such suit, action or proceeding is an inconvenient venue. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. This provision will be interpreted, construed and governed according to the Federal Arbitration Act (9 U.S.C. Sections 1 et seqSection 8.09.).

Governing Law; Arbitration. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents (a) This Agreement shall be governed by construed (both as to validity and construed performance), interpreted, and enforced in accordance with, and any dispute between governed by the parties relating to or arising from the Transaction Documents shall be governed by, the internal laws Laws of the State of New YorkTexas. (b) It is agreed, without regard to as a severable and independent arbitration agreement separately enforceable from the principles remainder of conflicts this Agreement, that if the parties hereto, the Seller Indemnitees, the Buyer Indemnitees or the respective successors, assigns, heirs or legal representatives of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense any of the transactions contemplated by foregoing are unable to amicably resolve any dispute or difference arising under or out of, in relation to or in any way connected with this Agreement and any other Transaction Documents (whether brought against a party hereto contractual, tortious, equitable, statutory or its respective affiliates, directors, officers, shareholders, employees or agentsotherwise), as well as any dispute between the parties relating to the Transaction Documents, such matter shall be resolved finally and exclusively referred to and settled by binding arbitration in San Francisco, California before an arbitrator with experience in commercial disputes relating to securities. The arbitration shall be administered by JAMS pursuant to its Comprehensive under the Commercial Arbitration Rules and Procedures, or, if for any reason JAMS refuses to administer such arbitration or JAMS is no longer in business, by of the American Arbitration Association (“"AAA”"). In the event of any conflict between the Commercial Arbitration Rules of the AAA and the provisions of this Section 10.8, the provisions of this Section 10.8 shall govern and control. (c) in accordance with its rules and procedures. Unless the arbitrator determines that there is exceptional need for additional discovery, discovery in the The arbitration shall be limited heard and determined by three (3) arbitrators. Each side shall appoint an arbitrator of its choice within fifteen (15) days of the submission of a notice of arbitration. The party-appointed arbitrators shall in turn appoint a presiding arbitrator of the tribunal within fifteen (15) days following the appointment of both party-appointed arbitrators. If the party-appointed arbitrators cannot reach agreement on a presiding arbitrator of the tribunal and/or one party fails or refuses to appoint its party-appointed arbitrator within the prescribed period, the appointing authority for the presiding arbitrator and/or such party-appointed arbitrator shall be the AAA, who, in each case, shall appoint an independent arbitrator who does not have any financial interest in the dispute, controversy or claim or bear any relationship to either party. If an arbitrator should die, withdraw or otherwise become incapable of serving, or refuse to serve, a successor arbitrator shall be selected and appointed in the same manner as followsthe original arbitrator. (d) Unless otherwise expressly agreed in writing by the parties to the arbitration proceedings: (1i) the parties shall exchange non-privileged relevant documents including, without limitation, all documents that the parties intend to use as evidence in the arbitration; and (2) each party The arbitration proceedings shall be entitled to take one deposition of seven hours duration of either an opposing party or a non-party. If one party fails to respond within 20 days after held in Houston, Texas; (ii) The arbitrators shall be and remain at all times wholly independent and impartial; (iii) (The arbitration proceedings shall be conducted under the other party mails a written list of proposed arbitrators to that party by either agreeing to one Commercial Arbitration Rules of the proposed arbitrators or suggesting 3 or more alternate arbitratorsAAA, as amended from time to time; (iv) Any procedural issues not determined under the proposing party may select the arbitrator from among its initial list of proposed arbitrators and JAMS (or AAA if it is administering the arbitrationarbitration rules selected pursuant to Section 10.8(d)(iii) shall then appoint that arbitrator to preside over the arbitration. If the parties are unable to agree on an arbitrator, the parties shall select an arbitrator pursuant to the rules of JAMS (or AAA if it is administering the arbitration). Where reasonable, the arbitrator shall schedule be determined by the arbitration hearing within four (4) months after being appointed. The arbitrator must render a decision in writing, explaining the legal act and factual basis for decision as to each any other Laws of the principal controverted issues. State of Texas, other than those laws which would refer the matter to another jurisdiction; (v) All decisions and awards by the arbitration tribunal shall be made by majority vote; (vi) The arbitrator’s decision will of a majority of the arbitrators shall be reduced to writing; shall be final and binding without the right of appeal; and shall be the sole and exclusive remedy regarding any claims, counterclaims, issues or accountings presented to the arbitrators; any damage awards by the arbitrators shall be promptly paid free of any deduction or offset; and any costs or fees incident to enforcing the award shall to the maximum extent permitted by law be charged against the party resisting such enforcement; (vii) Consequential, indirect, special, exemplary, punitive or other similar damages shall not be allowed except those payable to third parties (and permitted under ARTICLE X) for which liability is allocated among the parties by the arbitration award; (viii) Any award of damages shall include interest from the date of any breach or violation of this Agreement, as determined by the arbitration award, and from the date of the award until paid in full, at the Applicable Rate in effect at the end of the first trading day of each month during which such amount was owed; (ix) The costs of the arbitration proceedings (including attorneys' fees and costs) shall be borne in the manner determined by the arbitrator(s); (x) Judgment upon the parties. A judgment upon any award may be entered in any court having jurisdiction over the person or the assets of competent jurisdiction. This clause the party owing the judgment, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be; (xi) The arbitration shall proceed in the absence of a party who, after due notice, fails to answer or appear; an award shall not preclude be made solely on the parties from seeking provisional remedies in aid default of arbitrationa party, but the arbitrator(s) shall require the party who is present to submit such evidence as injunctive relief, from any court of competent jurisdiction. Each party shall be responsible for advancing one-half of the costs of arbitration, including all JAMS (or AAAarbitrator(s) fees; provided that, in the may determine is reasonably required to make an award, the prevailing party shall be entitled to recover all of its costs and expenses, including reasonable attorneys’ fees and costs, arbitrator fees, JAMS (or AAA) fees and costs, and any attorneys’ fees and costs incurred in compelling arbitration. The parties are not waiving, and expressly reserve, any rights they may have under federal securities laws, rules, and regulations, and any such rights shall be determined in the arbitration provided for herein. Each party hereby irrevocably agrees and submits to the jurisdiction of the federal and state courts located in the City of San Francisco, California, for any suit, action or proceeding enforcing this arbitration provision or entering judgment upon any arbitral award made pursuant to this arbitration provision, and each party hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, or that such suit, action or proceeding is an inconvenient venue. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. This provision will be interpreted, construed and governed according to the Federal Arbitration Act (9 U.S.C. Sections 1 et seq.).

Governing Law; Arbitration. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents this Guarantee shall be governed by and construed and enforced in accordance with, and any dispute between the parties relating to or arising from the Transaction Documents Guarantee shall be governed by, the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement Guarantee and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents), as well as any dispute between the parties relating to the Transaction Documents, shall be resolved by binding arbitration in San Francisco, California before an arbitrator with experience in commercial disputes relating to securities. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, or, if for any reason JAMS refuses to administer such arbitration or JAMS is no longer in business, by the American Arbitration Association (“"AAA”") in accordance with its rules and procedures. Unless the arbitrator determines that there is exceptional need for additional discovery, discovery in the arbitration shall be limited as follows: (1) the parties shall exchange non-privileged relevant documents including, without limitation, all documents that the parties intend to use as evidence in the arbitration; and (2) each party shall be entitled to take one deposition of seven hours duration of either an opposing party or a non-party. If one party fails to respond within 20 days after the other party mails a written list of proposed arbitrators to that party by either agreeing to one of the proposed arbitrators or suggesting 3 or more alternate arbitrators, the proposing party may select the arbitrator from among its initial list of proposed arbitrators and JAMS (or AAA if it is administering the arbitration) shall then appoint that arbitrator to preside over the arbitration. If the parties are unable to agree on an arbitrator, the parties shall select an arbitrator pursuant to the rules of JAMS (or AAA if it is administering the arbitration). Where reasonable, the arbitrator shall schedule the arbitration hearing within four (4) months after being appointed. The arbitrator must render a decision in writing, explaining the legal and factual basis for decision as to each of the principal controverted issues. The arbitrator’s 's decision will be final and binding upon the parties. A judgment upon any award may be entered in any court of competent jurisdiction. This clause shall not preclude the parties from seeking provisional remedies in aid of arbitration, such as injunctive relief, from any court of competent jurisdiction. Each party shall be responsible for advancing one-half of the costs of arbitration, including all JAMS (or AAA) fees; provided that, in the award, the prevailing party shall be entitled to recover all of its costs and expenses, including reasonable attorneys’ ' fees and costs, arbitrator fees, JAMS (or AAA) fees and costs, and any attorneys’ ' fees and costs incurred in compelling arbitration. The parties are not waiving, and expressly reserve, any rights they may have under federal securities laws, rules, and regulations, and any such rights shall be determined in the arbitration provided for herein. Each party hereby irrevocably agrees and submits to the jurisdiction of the federal and state courts located in the City of San Francisco, California, for any suit, action or proceeding enforcing this arbitration provision or entering judgment upon any arbitral award made pursuant to this arbitration provision, and each party hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, or that such suit, action or proceeding is an inconvenient venue. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement Guarantee and the other Transaction Documents and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. This provision will be interpreted, construed and governed according to the Federal Arbitration Act (9 U.S.C. Sections 1 et seq.).

Governing Law; Arbitration. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents (a) This Agreement shall be governed by and construed and enforced in accordance with, and any dispute between under the parties relating to or arising from the Transaction Documents shall be governed by, the internal laws of the State of New YorkMaryland, without regard giving effect to the principles of conflicts any choice of law rules or provisions that would cause the application of the laws of any jurisdiction other than the State of Maryland. (b) Any controversy or claim arising out of or relating to this Agreement, the breach, termination or validity thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of or the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents), as well as any dispute between the parties relating to the Transaction Documents, herein shall be resolved settled by binding arbitration in San FranciscoBaltimore, California before an arbitrator Maryland in accordance with experience in commercial disputes relating to securities. The arbitration shall be administered by JAMS pursuant to its Comprehensive the Commercial Arbitration Rules and Procedures, or, if for any reason JAMS refuses to administer such arbitration or JAMS is no longer in business, by of the American Arbitration Association (“AAA”) in accordance with its rules and proceduresAssociation, by a single arbitrator. Unless the arbitrator determines that there is exceptional need for additional discovery, discovery in the arbitration The Parties shall be limited as follows: (1) the parties shall exchange non-privileged relevant documents including, without limitation, all documents that the parties intend attempt to use as evidence in the arbitrationfind a mutually agreeable arbitrator; and (2) each party shall be entitled to take one deposition of seven hours duration of either an opposing party or a non-party. If one party fails to respond within 20 days after the other party mails a written list of proposed arbitrators to that party by either agreeing to one of the proposed arbitrators or suggesting 3 or more alternate arbitrators, the proposing party may select the arbitrator from among its initial list of proposed arbitrators and JAMS (or AAA if it is administering the arbitration) shall then appoint that arbitrator to preside over the arbitration. If the parties are unable to agree on an arbitrator, the parties shall select an arbitrator pursuant to within thirty (30) days, the rules of JAMS Party seeking arbitration shall select three arbitrator candidates, and the responding Party shall designate an arbitrator from among the three (or AAA if it is administering 3) candidates. The arbitration procedure shall be governed by the arbitration). Where reasonableUnited States Arbitration Act, 9 U.S.C. §1-16, and the award rendered by the arbitrator shall schedule the arbitration hearing within four (4) months after being appointed. The arbitrator must render a decision in writing, explaining the legal and factual basis for decision as to each of the principal controverted issues. The arbitrator’s decision will be final and binding upon on the parties. A judgment upon any award Parties and may be entered in any court of competent jurisdiction. This clause shall not preclude the parties from seeking provisional remedies in aid of arbitration, such as injunctive relief, from any court of competent jurisdictionhaving jurisdiction thereof. Each Party shall have discovery rights consistent with the Commercial Arbitration Rules of the American Arbitration Association, subject to (i) a limit of ten (10) third party depositions for each party, (ii) a limit of fifteen (15) document requests for each party, and (iii) any additional limits imposed by the arbitrator. (c) The arbitrator shall instruct the non-prevailing Party to pay all costs of the proceedings, including the fees and expenses of the arbitrator and the reasonable attorneys’ fees and expenses of the prevailing Party. The Party whose position best approximates the decision reached by the arbitrator shall constitute the prevailing Party, as determined by the arbitrator. If the arbitrator concludes that neither Party’s position reasonably approximates the arbitrator decision, each Party shall be responsible for advancing instructed to bear its own costs and to pay one-half of the costs fees and expenses of arbitrationthe arbitrator. (d) It is the intent of the Parties that any arbitration shall be concluded as quickly as reasonably practicable, it being understood that the hearing on the disputed matters shall commence within one hundred twenty (120) days of the demand for arbitration under this Agreement. The hearing shall be held at least four days a week until concluded, with each hearing date to begin at 9:00 a.m. and to conclude at 5:00 p.m. The arbitrator shall use all reasonable efforts to issue the final award or awards within a period of five (5) business days after closure of the proceedings. Failure of the arbitrator to meet the time limits of this section shall not be a basis for challenging the award. (e) Notwithstanding the preceding binding arbitration provisions, the Parties agree to preserve, without diminution, certain remedies identified below that any Party hereto may employ or exercise freely, independently or in connection with an arbitration proceeding or after an arbitration action is brought. The Parties shall have the right to proceed in any court of proper jurisdiction or by self-help to exercise or prosecute the following remedies, as applicable: (i) obtaining provisional or ancillary remedies, including all JAMS injunctive relief (including specific performance), sequestration, garnishment, attachment, appointment of receiver and filing an involuntary bankruptcy proceeding; and (ii) relief from any actual or AAA) fees; provided that, in the award, the prevailing party shall be entitled to recover all threatened breach or default of its costs and expenses, including reasonable attorneys’ fees and costs, arbitrator fees, JAMS (or AAA) fees and costs, and any attorneys’ fees and costs incurred in compelling arbitration. The parties are not waiving, and expressly reserve, any rights they may have under federal securities laws, rules, and regulations, and any such rights shall be determined in the arbitration provided for herein. Each party hereby irrevocably agrees and submits to the jurisdiction of the federal and state courts located in the City of San Francisco, California, for any suit, action or proceeding enforcing this arbitration provision or entering judgment upon any arbitral award made pursuant to this arbitration provision, and each party hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, or that such suit, action or proceeding is an inconvenient venue. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees which could give rise to irreparable harm. Preservation of these remedies does not limit the power of an arbitrator to grant similar remedies that such service shall constitute good and sufficient service of process and notice thereofmay be requested by a Party in a dispute. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. This provision will be interpreted, construed and governed according to the Federal Arbitration Act THE PARTIES HEREBY WAIVE THEIR RIGHT TO A TRIAL BY JURY WITH RESPECT TO DISPUTES ARISING UNDER THIS SUBSECTION (9 U.S.C. Sections 1 et seqE) AND CONSENT TO A BENCH TRIAL WITH THE APPROPRIATE JUDGE ACTING AS THE FINDER OF FACT WITH RESPECT THERETO.).

Governing Law; Arbitration. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents (a) This Agreement shall be governed by and construed and enforced in accordance with, and any dispute between with the parties relating to or arising from the Transaction Documents shall be governed by, the internal laws of the State of New York, California without regard giving effect to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning laws thereunder which would specify the interpretations, enforcement and defense application of the transactions contemplated by laws of another jurisdiction. (i) Except as provided in Sections 2(e)(iii) and 7.2(c), any controversy arising out of or relating to this Agreement Agreement, or the making, performance or interpretation thereof, including without limitation the interpretation and scope of this arbitration provision, claims arising thereunder or relating thereto, and any other Transaction Documents (whether brought against a party hereto claims involving statements, agreements or its respective affiliates, directors, officers, shareholders, employees or agents), as well as any dispute between representations made during the parties relating to the Transaction Documentsnegotiation of this Agreement, shall be resolved settled by final and binding arbitration in San Francisco, California before an arbitrator with experience in commercial disputes relating to securitiesarbitration. The arbitrators shall determine their own jurisdiction. To commence arbitration, the initiating party shall deliver written notice to the other party demanding arbitration and selecting an arbitrator. The other party shall have the right to select an additional arbitrator by delivering notice on the first party within ten (10) business days of the date of delivery of the original demand. If the other party selects an arbitrator, the two arbitrators so selected shall, within ten (10) days of their selection if at all possible, select a third arbitrator. If a second arbitrator is not selected, the first arbitrator shall conduct the arbitration as the sole arbitrator, except that a court of appropriate jurisdiction may relieve a party, upon a showing of good cause, from his failure to select timely an arbitrator. If the two arbitrators fail to select a third arbitrator within ten (10) business days of the date the second arbitrator was selected, either party may petition the Superior Court of the State of California for the County of Los Angeles or the United States District Court for the Central District of California sitting in Los Angeles to select the third arbitrator, provided, however, the filing of such petition shall not affect the ability of the two arbitrators to select a third at any time prior to selection by a court. If proper notice of any hearing has been given, the arbitrator(s) will have full power to proceed and take evidence, to perform any other acts necessary to arbitrate the matter and to conduct the arbitration and render a decision in the absence of any party who fails to appear. (ii) All arbitration and judicial proceedings authorized or permitted by this Section 8.2(b) shall be administered held in Los Angeles County, California. All questions of procedure in connection with the arbitration not set forth in this provision shall be settled by JAMS pursuant reference to its Comprehensive the Commercial Arbitration Rules and Procedures, or, if for any reason JAMS refuses to administer such arbitration or JAMS is no longer in business, by of the American Arbitration Association then in effect, although this arbitration shall not be subject in any way to the jurisdiction of the American Arbitration Association. Discovery shall be allowed as set forth in Section 1283.05 of the California Code of Civil Procedure but only to the extent the arbitration shall not be unreasonably delayed. (“AAA”iii) Any arbitration hearing shall commence, if at all possible, within fifteen (15) business days after selection of the arbitrator(s) (or as quickly thereafter as possible) and shall, to the extent possible, continue from day to day thereafter until concluded with the objective being to conduct and conclude the arbitration as expeditiously as possible. (iv) Subject to the control of the arbitrator(s), each party agrees to furnish to the other upon request all books, records and documents in his possession reasonably necessary to a proper determination of the controversy. The arbitrator(s) shall have jurisdiction to allocate their own fees and expenses as between the parties. (v) All arbitrators must be attorneys, each having had at least ten (10) years of experience in the entertainment industry. No arbitrator shall be related to any party, nor shall any arbitrator have at any time in the past received or supplied any goods or services to any party to such arbitration. (vi) Any petition or notice in connection with any arbitration proceeding hereunder or its confirmation in a court of law may be served in accordance with its rules and procedures. Unless the arbitrator determines that there is exceptional need for additional discovery, discovery provisions of the notice clause contained in this Agreement. (vii) Judgment on the arbitration shall be limited as follows: (1) the parties shall exchange non-privileged relevant documents including, without limitation, all documents that the parties intend to use as evidence in the arbitration; and (2) each party shall be entitled to take one deposition of seven hours duration of either an opposing party or a non-party. If one party fails to respond within 20 days after the other party mails a written list of proposed arbitrators to that party by either agreeing to one of the proposed arbitrators or suggesting 3 or more alternate arbitrators, the proposing party may select the arbitrator from among its initial list of proposed arbitrators and JAMS (or AAA if it is administering the arbitration) shall then appoint that arbitrator to preside over the arbitration. If the parties are unable to agree on an arbitrator, the parties shall select an arbitrator pursuant to the rules of JAMS (or AAA if it is administering the arbitration). Where reasonable, the arbitrator shall schedule the arbitration hearing within four (4) months after being appointed. The arbitrator must render a decision in writing, explaining the legal and factual basis for decision as to each of the principal controverted issues. The arbitrator’s decision will be final and binding upon the parties. A judgment upon any award may be entered in any state or federal court of competent jurisdiction. This clause shall not preclude the parties from seeking provisional remedies in aid of arbitration, such as injunctive relief, from any court of competent jurisdiction. Each party shall be responsible for advancing one-half of the costs of arbitration, including all JAMS (or AAA) fees; provided that, in the award, the prevailing party shall be entitled to recover all of its costs and expenses, including reasonable attorneys’ fees and costs, arbitrator fees, JAMS (or AAA) fees and costs, and any attorneys’ fees and costs incurred in compelling arbitration. The parties are not waiving, and expressly reserve, any rights they may have under federal securities laws, rules, and regulations, and any such rights shall be determined in the arbitration provided for herein. Each party hereby irrevocably agrees and submits to the jurisdiction of the federal and state courts located in the City of San Francisco, California, for any suit, action or proceeding enforcing this arbitration provision or entering judgment upon any arbitral award made pursuant to this arbitration provision, and each party hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, or that such suit, action or proceeding is an inconvenient venue. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit shall, however, (A) prevent any party from seeking and obtaining extraordinary or provisional relief, including, but not limited to, prohibitory or mandatory injunctions or extraordinary writs in the Superior Court of the State of California for the County of Los Angeles or the United States District Court for the Central District of California sitting in Los Angeles, (B) prevent any party from joining any other party as defendant in any way action brought by or against a third party, or (C) prevent any right party from filing a legal action hereunder to serve process effectuate any attachment or garnishment, provided that such party stipulates in such action, at any other manner permitted by law. This provision will be interpretedparty's request, construed and governed according to arbitration of the Federal Arbitration Act (9 U.S.C. Sections 1 et seqmerits of said case in accordance with this provision.).

Governing Law; Arbitration. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents (a) This Agreement shall be governed by and construed and enforced in accordance with, and any dispute between the parties relating to or arising from the Transaction Documents shall be governed in all respects by, the internal laws of the State of New York, Delaware (without regard giving effect to the principles of conflicts of law thereoflaws that would require the application of any other law). (b) With respect to any dispute, controversy or claim arising from or related to this Agreement or the breach thereof that is not an Excluded Claim (“Dispute”), such Dispute shall first be referred to an executive officer from each Party for attempted resolution by good faith negotiations. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense Any such Dispute shall be submitted to such senior executives no later than thirty (30) days following such request by either Party. Such executives shall attempt in good faith to resolve any such Dispute within thirty (30) days after submission of the transactions contemplated by this Agreement Dispute. In the event the executives are unable to resolve the Dispute, the Parties shall otherwise negotiate in good faith and any other Transaction Documents (whether brought against use reasonable efforts to settle. If the Parties do not fully settle, and a party hereto or its respective affiliatesParty wishes to pursue the matter, directors, officers, shareholders, employees or agents), as well as any dispute between the parties relating to the Transaction Documents, each such Dispute that is not an Excluded Claim shall be finally resolved by binding arbitration in San Francisco, California before an arbitrator accordance with experience in commercial disputes relating to securities. The arbitration shall be administered by JAMS pursuant to its Comprehensive the Commercial Arbitration Rules and Procedures, or, if Supplementary Procedures for any reason JAMS refuses to administer such arbitration or JAMS is no longer in business, by Large Complex Disputes of the American Arbitration Association (“AAA”) in accordance with its rules ), and procedures. Unless the arbitrator determines that there is exceptional need for additional discovery, discovery in judgment on the arbitration shall be limited as follows: (1) the parties shall exchange non-privileged relevant documents including, without limitation, all documents that the parties intend to use as evidence in the arbitration; and (2) each party shall be entitled to take one deposition of seven hours duration of either an opposing party or a non-party. If one party fails to respond within 20 days after the other party mails a written list of proposed arbitrators to that party by either agreeing to one of the proposed arbitrators or suggesting 3 or more alternate arbitrators, the proposing party may select the arbitrator from among its initial list of proposed arbitrators and JAMS (or AAA if it is administering the arbitration) shall then appoint that arbitrator to preside over the arbitration. If the parties are unable to agree on an arbitrator, the parties shall select an arbitrator pursuant to the rules of JAMS (or AAA if it is administering the arbitration). Where reasonable, the arbitrator shall schedule the arbitration hearing within four (4) months after being appointed. The arbitrator must render a decision in writing, explaining the legal and factual basis for decision as to each of the principal controverted issues. The arbitrator’s decision will be final and binding upon the parties. A judgment upon any award may be entered in any court having jurisdiction thereof. (c) The arbitration shall be conducted by a panel of competent jurisdiction. This clause shall not preclude three persons experienced in the parties from seeking provisional remedies in aid pharmaceutical business: within thirty (30) days after initiation of arbitration, such each Party shall select one person to act as injunctive reliefarbitrator and the two Party-selected arbitrators shall select a third arbitrator within thirty (30) days of their appointment. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator, from any court of competent jurisdiction. Each party the third arbitrator shall be responsible for advancing one-half appointed by the AAA. The place of the costs of arbitration, including all JAMS (or AAA) fees; provided that, in the award, the prevailing party arbitration shall be entitled to recover all of its costs and expenses, including reasonable attorneys’ fees and costs, arbitrator fees, JAMS (or AAA) fees and costs, and any attorneys’ fees and costs incurred in compelling arbitration. The parties are not waiving, and expressly reserve, any rights they may have under federal securities laws, rules, and regulations, and any such rights shall be determined in the arbitration provided for herein. Each party hereby irrevocably agrees and submits to the jurisdiction of the federal and state courts located in the City of San Francisco, California, for any suit, action or proceeding enforcing this arbitration provision or entering judgment upon any arbitral award made pursuant to this arbitration provision, and each party hereby irrevocably waives, all proceedings and agrees not to assert communications shall be in any suit, action or proceeding, any claim that it is not personally subject English. (d) Either Party may apply to the arbitrators for interim injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either Party also may, without waiving any remedy under this Agreement, seek from any court having jurisdiction any injunctive or provisional relief necessary to protect the rights or property of such courtsthat Party pending the arbitration award. The arbitrators shall have no authority to award punitive or any other type of damages not measured by a Party’s compensatory damages. Each Party shall bear its own costs and expenses and attorneys’ fees and an equal share of the arbitrators’ fees and any administrative fees of arbitration. (e) Except to the extent necessary to confirm an award or as may be required by law, neither a Party nor an arbitrator may disclose the existence, content, or that such suitresults of an arbitration without the prior written consent of both Parties. In no event shall an arbitration be initiated after the date when commencement of a legal or equitable proceeding based on the dispute, action controversy or proceeding is an inconvenient venue. Each party hereby irrevocably waives personal service claim would be barred by the applicable Delaware statute of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. This provision will be interpreted, construed and governed according to the Federal Arbitration Act (9 U.S.C. Sections 1 et seqlimitations.).

Governing Law; Arbitration. All questions concerning (a) This Agreement and the construction, validity, enforcement and interpretation of legal relations between the Transaction Documents parties hereto shall be governed by and construed and enforced in accordance with, and any dispute between with the parties relating to or arising from the Transaction Documents shall be governed by, the internal laws of the State of New York, without regard applicable to contracts made and performed therein. (b) The parties shall initially attempt to resolve by direct negotiation any dispute, controversy or claim arising out of or relating to this Agreement or its breach, interpretation, termination or validity (each, a "Dispute"). (c) If the parties are not able to settle the Dispute by direct negotiations within thirty (30) days after written notice by one party to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense other of the transactions contemplated by this Agreement and Dispute, any other Transaction Documents (whether brought against a party hereto or its respective affiliatesmay initiate an arbitration to resolve the Dispute; except as expressly provided in Section 9.11, directors, officers, shareholders, employees or agents), as well as any dispute between the parties relating hereto agree that arbitration pursuant to this Section shall be the sole means of resolving Disputes, and that no party shall commence any proceeding in any court or tribunal with respect to a Dispute. All such Disputes shall be arbitrated in New York, New York pursuant to the Transaction Documents, shall be resolved by binding arbitration in San Francisco, California before an arbitrator with experience in commercial disputes relating to securities. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, or, if for any reason JAMS refuses to administer such arbitration or JAMS is no longer in business, by of the American Arbitration Association (“AAA”) in accordance with its rules and procedures. Unless the arbitrator determines that there is exceptional need for additional discovery, discovery in the arbitration shall be limited as follows: (1) the parties shall exchange non-privileged relevant documents including, without limitation, all documents except that the parties intend to use expressly do not constitute the American Arbitration Association as evidence administrator of the arbitration as provided in Rule 3 of such Rules. Each of Purchaser and Sellers shall select an arbitrator, and the two arbitrators shall select a third arbitrator. The arbitrators shall be certified public accountants, attorneys or other persons, in each case, who are experienced in the arbitration; buying and (2) each party shall be entitled to take one deposition selling of seven hours duration of either an opposing party or a non-party. If one party fails to respond within 20 days after the other party mails a written list of proposed arbitrators to that party by either agreeing to one of the proposed arbitrators or suggesting 3 or more alternate arbitrators, the proposing party may select the arbitrator from among its initial list of proposed arbitrators and JAMS (or AAA if it is administering the arbitration) shall then appoint that arbitrator to preside over the arbitrationbusinesses. If the parties are unable two arbitrators fail to agree on an upon the appointment of a third arbitrator, each of them shall name a candidate, and the parties shall select an arbitrator pursuant to the rules of JAMS (or AAA if it is administering the arbitration). Where reasonable, the arbitrator shall schedule the arbitration hearing within four (4) months after being appointed. The arbitrator must render a decision in writing, explaining the legal and factual basis for decision as to each of the principal controverted issues. The arbitrator’s decision will third arbitrator shall be final and binding upon the parties. A judgment made by drawing lots. (d) Judgment upon any award rendered by the arbitrator(s) may be entered in any court of competent having jurisdiction. This clause Nothing in this Agreement shall not preclude the parties any party from seeking provisional remedies in aid of arbitration, such as injunctive relief, equitable relief from any a court of competent jurisdiction. Each The statute of limitations, estoppel, waiver, laches, and similar doctrines, which would otherwise be applicable in any action brought by a party shall be responsible for advancing one-half applicable in any arbitration proceeding and the commencement of the costs of arbitration, including all JAMS (or AAA) fees; provided that, in the award, the prevailing party an arbitration proceeding shall be entitled to recover all deemed the commencement of its costs and expenses, including reasonable attorneys’ fees and costs, arbitrator fees, JAMS (or AAA) fees and costs, and any attorneys’ fees and costs incurred in compelling arbitrationan action for those purposes. The parties are not waiving, and expressly reserve, any rights they may have under federal securities laws, rules, and regulations, and any such rights Federal Arbitration Act shall be determined in the arbitration provided for herein. Each party hereby irrevocably agrees and submits apply to the jurisdiction construction, interpretation and enforcement of the federal and state courts located in the City of San Francisco, California, for any suit, action or proceeding enforcing this arbitration provision or entering judgment upon any arbitral award made pursuant to this arbitration provision, . (e) Purchaser and Seller shall each party hereby irrevocably waives, bear the expense of its own arbitrator and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to shall jointly and equally bear the jurisdiction expense of such courts, or that such suit, action or proceeding is an inconvenient venuethe third arbitrator. Each party hereby irrevocably waives personal service The remaining costs of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein arbitration proceedings shall be deemed to limit in any way any right to serve process in any other manner permitted allocated by law. This provision will be interpreted, construed and governed according to the Federal Arbitration Act (9 U.S.C. Sections 1 et seqboard.).

Governing Law; Arbitration. All questions concerning (a) This Agreement, the construction, validity, enforcement rights and interpretation obligations of the Transaction Documents parties hereto, and any claims or disputes relating thereto, shall be governed by and construed under and enforced in accordance with, and any dispute between with the parties relating to or arising from the Transaction Documents shall be governed by, the internal laws of the State of New YorkMaryland, without regard to excluding the principles of conflicts choice of law rules thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents . (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents), as well as b) If any dispute shall arise between the parties Buyer and Seller relating to the Transaction Documentsindemnity obligations of Buyer and Seller or the occurrence or non-occurrence of a Milestone Event or an amount to be paid with respect thereto, Buyer and Seller shall attempt in good faith to agree upon the rights of the respective parties with respect to any such dispute within 15 days of first arising. If no such agreement can be reached after good faith negotiation within 15 days of first arising, either Buyer or Seller may demand arbitration of the dispute; and in such event the dispute shall be resolved settled by binding arbitration in San Franciscoconducted by one arbitrator mutually agreeable to Buyer and Seller. In the event that within forty-five (45) days after submission of any dispute to arbitration, California before an Buyer and Seller cannot mutually agree on one arbitrator, Buyer and Seller shall each select one arbitrator, and the two arbitrators so selected shall select a third neutral arbitrator. If the arbitrators selected by the parties are unable or fail to agree upon the third arbitrator with experience in commercial disputes relating to securities. The arbitration within 15 days of their appointment, then the third arbitrator shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, or, if for any reason JAMS refuses to administer such arbitration or JAMS is no longer in business, selected by the American Arbitration Association (“AAA”) Association. The arbitrator or arbitrators, as the case may be, shall, in accordance with its rules their sole discretion, set a limited time period and procedures. Unless establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrator determines that there is exceptional need for additional discoveryor majority of the three arbitrators, discovery in as the arbitration shall be limited as follows: (1) the parties shall exchange case may be, to discover relevant and non-privileged relevant documents including, without limitation, all documents that from the opposing parties intend to use as evidence in about the arbitration; and (2) each party shall be entitled to take one deposition of seven hours duration of either an opposing party or a non-party. If one party fails to respond within 20 days after the other party mails a written list of proposed arbitrators to that party by either agreeing to one subject matter of the proposed arbitrators or suggesting 3 or more alternate arbitrators, the proposing party may select the arbitrator from among its initial list of proposed arbitrators and JAMS (or AAA if it is administering the arbitration) shall then appoint that arbitrator to preside over the arbitration. If the parties are unable to agree on an arbitrator, the parties shall select an arbitrator pursuant to the rules of JAMS (or AAA if it is administering the arbitration). Where reasonable, the arbitrator shall schedule the arbitration hearing within four (4) months after being appointeddispute. The arbitrator must render or a decision in writing, explaining the legal and factual basis for decision as to each majority of the principal controverted issuesthree arbitrators, as the case may be, shall rule upon motions to compel or limit discovery and shall have the authority to impose sanctions, including attorneys’ fees and costs, to the same extent as a competent court of law or equity, should the arbitrators or a majority of the three arbitrators, as the case may be, determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The arbitrator’s decision will of the arbitrator or a majority of the three arbitrators, as the case may be, shall be final binding and binding conclusive upon the partiesparties to this Agreement. A judgment Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator(s). Judgment upon any award rendered by the arbitrator(s) may be entered in any court of competent having jurisdiction. This clause shall not preclude the parties from seeking provisional remedies in aid of arbitration, Any such as injunctive relief, from any court of competent jurisdiction. Each party arbitration shall be responsible for advancing one-half held in Richmond, Virginia, under the Commercial Arbitration Rules then in effect of the costs of arbitrationAmerican Arbitration Association. The arbitrator(s) shall determine how all expenses relating to the arbitration shall be paid, including all JAMS (or AAA) fees; provided that, in the awardwithout limitation, the prevailing party shall be entitled to recover all respective expenses of its costs each party, the fees of each arbitrator and expenses, including reasonable attorneys’ fees and costs, arbitrator fees, JAMS (or AAA) fees and costs, and any attorneys’ fees and costs incurred in compelling arbitration. The parties are not waiving, and expressly reserve, any rights they may have under federal securities laws, rules, and regulations, and any such rights shall be determined in the arbitration provided for herein. Each party hereby irrevocably agrees and submits to the jurisdiction administrative fee of the federal and state courts located in the City of San Francisco, California, for any suit, action or proceeding enforcing this arbitration provision or entering judgment upon any arbitral award made pursuant to this arbitration provision, and each party hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, or that such suit, action or proceeding is an inconvenient venue. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. This provision will be interpreted, construed and governed according to the Federal American Arbitration Act (9 U.S.C. Sections 1 et seqAssociation.).

Governing Law; Arbitration. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall (a) This Agreement will be governed by and construed and enforced in accordance with, and any dispute between with the parties relating to or arising from the Transaction Documents shall be governed by, the internal laws of the State of New York, without regard giving effect to that body of laws pertaining to conflict of laws. (b) In the principles event of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense any dispute arising out of the transactions contemplated by terms and conditions of this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliatesAgreement, directors, officers, shareholders, employees or agents), as well as any dispute between the parties relating hereto consent and submit to the Transaction Documents, shall be resolved by binding arbitration by a single arbitrator in San FranciscoNew York City, California before an arbitrator with experience in commercial disputes relating to securitiesNew York. The arbitration shall be administered by JAMS pursuant to its Comprehensive Streamlined Arbitration Rules and Procedures, or, if for any reason JAMS refuses to administer such arbitration or JAMS is no longer in business, by the American Arbitration Association (“AAA”) in accordance with its rules and procedures. Unless the arbitrator determines that there is exceptional need for parties mutually agree in writing to some additional and specific pre-hearing discovery, the only pre-hearing discovery in the arbitration shall be (i) reasonably limited as follows: (1) the parties shall exchange production of relevant and non-privileged relevant documents including, without limitation, all documents that the parties intend to use as evidence in the arbitration; and (2ii) each party the identification of witnesses to be called at the hearing, which identification shall be entitled give the witness’ name, general qualifications and position and a brief statement as to take one deposition of seven hours duration of either an opposing party or a non-party. If one party fails to respond within 20 days after the other party mails a written list of proposed arbitrators to that party by either agreeing to one general scope of the proposed arbitrators or suggesting 3 or more alternate arbitrators, testimony to be given by the proposing party may select the arbitrator from among its initial list of proposed arbitrators and JAMS (or AAA if it is administering the arbitration) shall then appoint that arbitrator to preside over the arbitration. If the parties are unable to agree on an arbitrator, the parties shall select an arbitrator pursuant to the rules of JAMS (or AAA if it is administering the arbitration). Where reasonable, the arbitrator shall schedule the arbitration hearing within four (4) months after being appointedwitness. The arbitrator must render a decision shall state in writing, explaining writing the reasons for his or her award and the legal and factual basis for decision as to each conclusions underlying the award. The award of the principal controverted issues. The arbitrator’s decision will arbitrator shall be final final, and binding judgment upon the parties. A judgment upon any award may be entered in any state or federal court located in New York City, New York. In any arbitration arising out of competent jurisdictionor related to this Agreement, the arbitrator shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. This clause shall If the arbitrator determines a party to be the prevailing party under circumstances where the prevailing party won on some but not preclude all of the parties from seeking provisional remedies in aid of arbitrationclaims and counterclaims, such as injunctive relief, from any court of competent jurisdiction. Each the arbitrator may award the prevailing party shall be responsible for advancing one-half an appropriate percentage of the costs of arbitration, including all JAMS (or AAA) fees; provided that, in the award, and attorneys’ fees reasonably incurred by the prevailing party shall be entitled to recover all of its costs and expenses, including reasonable attorneys’ fees and costs, arbitrator fees, JAMS (or AAA) fees and costs, and any attorneys’ fees and costs incurred in compelling connection with the arbitration. The parties are not waivingagree that all of the negotiations and arbitration proceedings relating to such disputes and all testimony, transcripts and expressly reserve, any rights they may have under federal securities laws, rules, and regulations, and any other documents relating to such rights arbitration shall be determined in the arbitration provided for herein. Each party hereby irrevocably agrees treated as confidential and submits to the jurisdiction of the federal and state courts located in the City of San Francisco, California, for any suit, action or proceeding enforcing this arbitration provision or entering judgment upon any arbitral award made pursuant to this arbitration provision, and each party hereby irrevocably waives, and agrees will not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, or that such suit, action or proceeding is an inconvenient venue. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. This provision will be interpreted, construed and governed according to the Federal Arbitration Act (9 U.S.C. Sections 1 et seq.).disclosed or

Governing Law; Arbitration. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents this Agreement shall be governed by and construed and enforced in accordance with, and any dispute between the parties relating to or arising from the Transaction Documents this Agreement shall be governed by, the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents), as well as any dispute between the parties relating to the Transaction Documents, shall be resolved by binding arbitration in San Francisco, California before an arbitrator with experience in commercial disputes relating to securities. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, or, if for any reason JAMS refuses to administer such arbitration or JAMS is no longer in business, by the American Arbitration Association (“"AAA”") in accordance with its rules and procedures. Unless the arbitrator determines that there is exceptional need for additional discovery, discovery in the arbitration shall be limited as follows: (1) the parties shall exchange non-privileged relevant documents including, without limitation, all documents that the parties intend to use as evidence in the arbitration; and (2) each party shall be entitled to take one deposition of seven hours duration of either an opposing party or a non-party. If one party fails to respond within 20 days after the other party mails a written list of proposed arbitrators to that party by either agreeing to one of the proposed arbitrators or suggesting 3 or more alternate arbitrators, the proposing party may select the arbitrator from among its initial list of proposed arbitrators and JAMS (or AAA if it is administering the arbitration) shall then appoint that arbitrator to preside over the arbitration. If the parties are unable to agree on an arbitrator, the parties shall select an arbitrator pursuant to the rules of JAMS (or AAA if it is administering the arbitration). Where reasonable, the arbitrator shall schedule the arbitration hearing within four (4) months after being appointed. The arbitrator must render a decision in writing, explaining the legal and factual basis for decision as to each of the principal controverted issues. The arbitrator’s 's decision will be final and binding upon the parties. A judgment upon any award may be entered in any court of competent jurisdiction. This clause shall not preclude the parties from seeking provisional remedies in aid of arbitration, such as injunctive relief, from any court of competent jurisdiction. Each party shall be responsible for advancing one-half of the costs of arbitration, including all JAMS (or AAA) fees; provided that, in the award, the prevailing party shall be entitled to recover all of its costs and expenses, including reasonable attorneys’ ' fees and costs, arbitrator fees, JAMS (or AAA) fees and costs, and any attorneys’ ' fees and costs incurred in compelling arbitration. The parties are not waiving, and expressly reserve, any rights they may have under federal securities laws, rules, and regulations, and any such rights shall be determined in the arbitration provided for herein. Each party hereby irrevocably agrees and submits to the jurisdiction of the federal and state courts located in the City of San Francisco, California, for any suit, action or proceeding enforcing this arbitration provision or entering judgment upon any arbitral award made pursuant to this arbitration provision, and each party hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, or that such suit, action or proceeding is an inconvenient venue. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. This provision will be interpreted, construed and governed according to the Federal Arbitration Act (9 U.S.C. Sections 1 et seq.).

Governing Law; Arbitration. All questions concerning This Agreement and the constructionlegal relations thus created between the parties hereto (including, validitywithout limitation, enforcement and interpretation any dispute arising out of the Transaction Documents or related to this Agreement) shall be governed by and construed and enforced in accordance with, and any dispute between with the parties relating to or arising from the Transaction Documents shall be governed by, the internal laws of the State of Delaware applicable to agreements made and to be performed entirely within such State. Any disputes between the parties to this Agreement relating to performance under this Agreement shall be settled by arbitration in New York, without regard to New York before Hxxx Xxxxx III (the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents“Designated Arbitrator”), as well as any it being understood that it is the expectation of Lxxxx and the Dxxxxx Parties that arbitration pursuant to this Section 9(d) is intended to be a collaborative process with the objective that the Designated Arbitrator reach a fair decision that reflects the letter and spirit of this Agreement. Absent the Designated Arbitrator determining otherwise, in the event of a dispute between the parties relating that is covered by this paragraph (d), (i) each party may make a written submission not to the Transaction Documentsexceed 1,500 words, shall be resolved by binding arbitration in San Franciscosupport of its position, California before an arbitrator with experience in commercial disputes relating to securities. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, or, if for any reason JAMS refuses to administer such arbitration or JAMS is no longer in business, by the American Arbitration Association (“AAA”) in accordance with its rules and procedures. Unless the arbitrator determines that there is exceptional need for additional discovery, discovery in the arbitration shall be limited as follows: (1) the parties shall exchange non-privileged relevant documents including, without limitation, all documents that the parties intend to use as evidence in the arbitration; and (2ii) each party shall be entitled to take one deposition of seven hours duration of either an opposing party or have a non-party. If one party fails to respond within 20 thirty minute private meeting with the Designated Arbitrator, (iii) the Designated Arbitrator may meet simultaneously with both parties for as long as he chooses, and (iv) the Designated Arbitrator will render its decision no later than sixty days after following the other party mails a written list of proposed arbitrators to that party by either agreeing to one of the proposed arbitrators or suggesting 3 or more alternate arbitrators, the proposing party may select the arbitrator from among its initial list of proposed arbitrators meetings described in clauses (ii) and JAMS (or AAA if it is administering the arbitration) shall then appoint that arbitrator to preside over the arbitration. If the parties are unable to agree on an arbitrator, the parties shall select an arbitrator pursuant to the rules of JAMS (or AAA if it is administering the arbitrationiii). Where reasonable, the arbitrator shall schedule the arbitration hearing within four (4) months after being appointed. The arbitrator must render a decision in writing, explaining the legal and factual basis for decision as to each of the principal controverted issues. The arbitrator’s decision will such arbitration shall be final and binding upon conclusive on the parties. A parties and judgment upon any award such decision may be entered in any court having jurisdiction thereof. Lxxxx, on the one hand, and the Dxxxxx Parties, on the other hand, shall equally share costs of competent jurisdiction. This clause shall not preclude the parties from seeking provisional remedies in aid of arbitration, such as injunctive reliefother than attorneys’ fees, from any court of competent jurisdiction. Each party and each shall be responsible for advancing one-half of the costs of arbitration, including all JAMS (or AAA) fees; provided that, in the award, the prevailing party shall be entitled to recover all of bear its costs and expenses, including reasonable own attorneys’ fees and costsexpenses unless otherwise determined by the Designated Arbitrator. In the event that the Designated Arbitrator is unavailable for any reason, arbitrator feesLxxxx, JAMS (or AAA) fees and costson the one hand, and any attorneys’ fees and costs incurred in compelling arbitration. The the Dxxxxx Parties, on the other hand, shall mutually agree within thirty days on another individual to serve as the Designated Arbitrator; if the parties are cannot waiving, and expressly reserveagree upon a substitute, any rights they may have under federal securities laws, rules, and regulations, and any such rights dispute between the parties shall be determined settled by final, binding and nonappealable arbitration in New York, New York, conducted in accordance with the arbitration provided for herein. Each party hereby irrevocably agrees and submits to the jurisdiction rules of the federal Judicial Arbitration and state courts located Mediation Services, Inc. then in the City of San Francisco, California, for any suit, action or proceeding enforcing this arbitration provision or entering judgment upon any arbitral award made pursuant to this arbitration provision, and each party hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, or that such suit, action or proceeding is an inconvenient venue. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereofeffect. Nothing contained herein shall be deemed to limit prevent any party hereto from seeking equitable relief in any way any right to serve process court in any other manner permitted by aid of arbitration under applicable law. This provision will be interpreted, construed and governed according to the Federal Arbitration Act (9 U.S.C. Sections 1 et seq.).

Governing Law; Arbitration. All questions concerning the construction, validity, enforcement and interpretation This Agreement (including any claim or controversy arising out of the Transaction Documents or relating to this Agreement) shall be governed by and construed and enforced the law of the State of New York without regard to conflict of law principles that would result in accordance with, and the application of any dispute between Law other than the parties relating to or arising from the Transaction Documents shall be governed by, the internal laws Laws of the State of New York. In the event of any dispute, without regard controversy or Action arising out of or relating to this Agreement, the Other Agreements, or the Transactions among any of the Parties hereto (other than with respect to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning determinations by the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agentsAccounting Arbitrator), as well as any the dispute between the parties relating to the Transaction Documents, shall be resolved settled by binding arbitration in San Franciscoarbitration, California before an arbitrator with experience in commercial disputes relating to securities. The arbitration three (3) arbitrators, which shall be administered the sole and exclusive procedure for the resolution of any such dispute. Within ten (10) calendar days after receipt of a notice of intention to arbitrate sent by JAMS pursuant one Party, each of Seller and Buyer shall designate in writing one (1) arbitrator to its Comprehensive Arbitration Rules and Proceduresresolve the dispute, orwhich two (2) arbitrators shall, if for any reason JAMS refuses to administer such arbitration or JAMS is no longer in businessturn, jointly select a third arbitrator within twenty (20) calendar days of their designation, failing which, the third arbitrator shall be appointed by the American Arbitration Association (the “AAA”) in accordance with the Commercial Arbitration Rules of the AAA. The arbitrators so designated (a) shall each be experienced in commercial and business affairs and specifically have expertise with businesses of types similar to that of the Biologics SBU, (b) shall not be employees, consultants, officers or directors of any Party or any Affiliate of any Party and (c) shall not have received any compensation, directly or indirectly, from any Party or any Affiliate of any Party during the two (2) year period preceding the Closing Date. The arbitration proceedings shall be governed by the Commercial Rules of the AAA but need not be administered by that organization. The Parties hereto shall request the arbitrators to use their best efforts to rule on each disputed issue within thirty (30) calendar days after the completion of the hearings; provided, however, that the failure of the arbitrators to so rule during such period shall not affect or impair the validity of any arbitration award. The determination of the arbitrators as to the resolution of any dispute shall be final, binding and conclusive upon all Parties hereto. All rulings of the arbitrators shall be in writing, with the reasons for the ruling given, and shall be delivered to the Parties hereto. Each Party shall pay the fees of its rules respective designated arbitrator and proceduresits own costs and expenses of the arbitration and the fees of the third arbitrator shall be paid fifty percent (50%) by each of Seller and Buyer; provided, that the arbitrators shall have the discretion to equitably allocate all fees and expenses of the arbitration (both of the arbitrators and the Parties themselves) based on the nature and outcome of the dispute. Unless the arbitrator determines that there is exceptional need for additional discovery, discovery in The place of the arbitration shall be limited as follows: (1) the parties shall exchange non-privileged relevant documents includingNew York, without limitation, all documents that the parties intend to use as evidence in the arbitration; and (2) each party shall be entitled to take one deposition of seven hours duration of either an opposing party or a non-partyNew York. If one party fails to respond within 20 days after the other party mails a written list of proposed arbitrators to that party by either agreeing to one of the proposed arbitrators or suggesting 3 or more alternate arbitrators, the proposing party may select the arbitrator from among its initial list of proposed arbitrators and JAMS (or AAA if it is administering the arbitration) shall then appoint that arbitrator to preside over the arbitration. If the parties are unable to agree on an arbitrator, the parties shall select an arbitrator pursuant to the rules of JAMS (or AAA if it is administering the arbitration). Where reasonable, the arbitrator shall schedule the Any arbitration hearing within four (4) months after being appointed. The arbitrator must render a decision in writing, explaining the legal and factual basis for decision as to each of the principal controverted issues. The arbitrator’s decision will be final and binding upon the parties. A judgment upon any award may be entered in and enforced by any court of competent jurisdiction. This clause shall not preclude having jurisdiction thereof and the parties from seeking provisional remedies in aid of arbitration, such as injunctive relief, from any court of competent jurisdiction. Each party shall be responsible for advancing one-half of the costs of arbitration, including all JAMS (or AAA) fees; provided that, in the award, the prevailing party shall be entitled to recover all of its costs Parties hereby consent and expenses, including reasonable attorneys’ fees and costs, arbitrator fees, JAMS (or AAA) fees and costs, and any attorneys’ fees and costs incurred in compelling arbitration. The parties are not waiving, and expressly reserve, any rights they may have under federal securities laws, rules, and regulations, and any such rights shall be determined in the arbitration provided for herein. Each party hereby irrevocably agrees and submits submit to the jurisdiction of the federal courts of any competent jurisdiction for purposes of the enforcement of any arbitration award. The Parties agree that after a clear and state courts located in specific factual finding has been made with respect to a particular factual matter by the City of San Francisco, California, for any suit, action or proceeding enforcing this arbitration provision or entering judgment upon any arbitral award made arbitrators pursuant to this arbitration provisionSection 12.8 or by the Accounting Arbitrator, such clear and each party hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, or that such suit, action or proceeding is an inconvenient venue. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein specific factual finding shall be deemed to limit in any way any have been finally determined by the Parties for all purposes under this Agreement and, thereafter, no Party shall have the right to serve process seek any contrary determination in connection with any other manner permitted by law. This provision will be interpreted, construed and governed according to the Federal Arbitration Act (9 U.S.C. Sections 1 et seqlater arbitration proceeding.).