Common use of Governing Law; Arbitration Clause in Contracts

Governing Law; Arbitration. The internal law, and not the law of conflicts, of the State of Texas will govern all questions concerning the validity, construction and effect of this Agreement. Any controversy, dispute or claim arising under or in connection with this Agreement (including, without limitation, the existence, validity, interpretation or breach hereof and any claim based on contract, tort or statute) shall be resolved by a binding arbitration, to be held in Dallas, Texas pursuant to the U.S. Federal Arbitration Act and in accordance with the then-prevailing National Rules of Resolution of Employment Disputes of the American Arbitration Association (the “AAA”). The AAA shall select a sole arbitrator. Each party shall bear its own expenses incurred in connection with arbitration and the fees and expenses of the arbitrator shall be shared equally by the parties involved in the dispute and advanced by them from time to time as required. It is the mutual intention and desire of the parties that the arbitrator be chosen as expeditiously as possible following the submission of the dispute to arbitration. Once such arbitrator is chosen, and except as may otherwise be agreed in writing by the parties involved in such dispute or as ordered by the arbitrator upon substantial justification shown, the hearing for the dispute will be held within sixty (60) days of submission of the dispute to arbitration. The arbitrator shall render his or her final award within sixty (60) days, subject to extension by the arbitrator upon substantial justification shown of extraordinary circumstances, following conclusion of the hearing and any required post-hearing briefing or other proceedings ordered by the arbitrator. Any discovery in connection with arbitration hereunder shall be limited to information directly relevant to the controversy or claim in arbitration. The arbitrator will state the factual and legal basis for the award. The decision of the arbitrator in any such proceeding will be final and binding and not subject to judicial review and final judgment may be entered upon such an award in any court of competent jurisdiction, but entry of such judgment will not be required to make such award effective. Any action against any party hereto ancillary to arbitration, including any action for provisional or conservatory measures or action to enforce an arbitration award or any judgment entered by any court in respect thereof may be brought in any federal or state court of competent jurisdiction located within the State of Texas, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Texas over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such action brought in such court or any defense of inconvenient forum for the maintenance of such action. Each of the parties hereto agrees that a judgment in any such action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Governing Law; Arbitration. The internal law, and not the law of conflicts, of the State of Texas will govern all questions concerning the validity, construction and effect of this Agreement. Any controversy, dispute or claim arising under or in connection with this Agreement (including, without limitation, the existence, validity, interpretation or breach hereof and any claim based on contract, tort or statute) shall be resolved by a binding arbitration, to be held in Dallas, Texas pursuant to the U.S. Federal Arbitration Act and in accordance with the then-prevailing National Rules of Resolution of Employment Disputes of the American Arbitration Association (the “AAA”). The AAA shall select a sole arbitrator. Each party shall bear its own expenses incurred in connection with arbitration and the fees and expenses of the arbitrator shall be shared equally by the parties involved in the dispute and advanced by them from time to time as required. It is the mutual intention and desire of the parties that the arbitrator be chosen as expeditiously as possible following the submission of the dispute to arbitration. Once such arbitrator is chosen, and except as may otherwise be agreed in writing by the parties involved in such dispute or as ordered by the arbitrator upon substantial justification shown, the hearing for the dispute will be held within sixty (60) days of submission of the dispute to arbitration. The arbitrator shall render his or her final award within sixty (60) days, subject to extension by the arbitrator upon substantial justification shown of extraordinary circumstances, following conclusion of the hearing and any required post-hearing briefing or other proceedings ordered by the arbitrator. Any discovery in connection with arbitration hereunder shall be limited to information directly relevant to the controversy or claim in arbitration. The arbitrator will state the factual and legal basis for the award. The decision of the arbitrator in any such proceeding will be final and binding and not subject to judicial review and final judgment may be entered upon such an award in any court of competent jurisdiction, but entry of such judgment will not be required to make such award effective. Any action against any party hereto ancillary to arbitration, including any action for provisional or conservatory measures or action to enforce an arbitration award or any judgment entered by any court in respect of any thereof may be brought in any federal or state court of competent jurisdiction located within the State of Texas, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Texas over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such action brought in such court or any defense of inconvenient forum for the maintenance of such action. Each of the parties hereto agrees that a judgment in any such action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Governing Law; Arbitration. The internal law, and not the law of conflicts, of the State of Texas will govern all questions concerning the validity, construction and effect of this Agreement. Any controversy, dispute or claim arising under or in connection with this Agreement (including, without limitation, the existence, validity, interpretation or breach hereof and any claim based on contract, tort or statute) shall be resolved by a binding arbitration, to be held in Dallas, Texas pursuant to the U.S. Federal Arbitration Act and in accordance with the then-prevailing National Rules of Resolution of Employment Disputes of the American Arbitration Association (the “AAA”). The AAA shall select a sole arbitrator. Each party shall bear its own expenses incurred in connection with arbitration and the fees and expenses of the arbitrator shall be shared equally by the parties involved in the dispute and advanced by them from time to time as required. It is the mutual intention and desire of the parties that the arbitrator be chosen as expeditiously as possible following the submission of the dispute to arbitration. Once such arbitrator is chosen, and except as may otherwise be agreed in writing by the parties involved in such dispute or as ordered by the arbitrator upon substantial justification shown, the hearing for the dispute will be held within sixty (60) days of submission of the dispute to arbitration. The arbitrator shall render his or her final award within sixty (60) days, subject to extension by the arbitrator upon substantial justification shown of extraordinary circumstances, following conclusion of the hearing and any required post-hearing briefing or other proceedings ordered by the arbitrator. Any discovery in connection with arbitration hereunder shall be limited to information directly relevant to the controversy or claim in arbitration. The arbitrator will state the factual and legal basis for the award. The decision of the arbitrator in any such proceeding will be final and binding and not subject to judicial review and final judgment may be entered upon such an award in any court of competent jurisdiction, but entry of such judgment will not be required to make such award effective. Any action against any party hereto ancillary to arbitration, including any action for provisional or conservatory measures or action to enforce an arbitration award or any judgment entered by any court in respect of any thereof may be brought in any federal or state court of competent jurisdiction located within the State of Texas, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Texas over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such action brought in such court or any defense of inconvenient forum for the maintenance of such action. Each of the parties hereto agrees that a judgment in any such action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Governing Law; Arbitration. The internal law, and not the law of conflicts, of the State of Texas Minnesota will govern all questions concerning the validity, construction and effect of this Agreement. Any controversy, dispute or claim arising under or in connection with this Agreement (including, without limitation, the existence, validity, interpretation or breach hereof and any claim based on contract, tort or statute) shall be resolved by a binding arbitration, to be held in DallasMinneapolis, Texas Minnesota pursuant to the U.S. Federal Arbitration Act and in accordance with the then-prevailing National Rules of Resolution of Employment Disputes of the American Arbitration Association (the “AAA”). The AAA shall select a sole arbitrator. Each party shall bear its own expenses incurred in connection with arbitration and the fees and expenses of the arbitrator shall be shared equally by the parties involved in the dispute and advanced by them from time to time as required. It is the mutual intention and desire of the parties that the arbitrator be chosen as expeditiously as possible following the submission of the dispute to arbitration. Once such arbitrator is chosen, and except as may otherwise be agreed in writing by the parties involved in such dispute or as ordered by the arbitrator upon substantial justification shown, the hearing for the dispute will be held within sixty (60) days of submission of the dispute to arbitration. The arbitrator shall render his or her final award within sixty (60) days, subject to extension by the arbitrator upon substantial justification shown of extraordinary circumstances, following conclusion of the hearing and any required post-hearing briefing or other proceedings ordered by the arbitrator. Any discovery in connection with arbitration hereunder shall be limited to information directly relevant to the controversy or claim in arbitration. The arbitrator will state the factual and legal basis for the award. The decision of the arbitrator in any such proceeding will be final and binding and not subject to judicial review and final judgment may be entered upon such an award in any court of competent jurisdiction, but entry of such judgment will not be required to make such award effective. Any action against any party hereto ancillary to arbitration, including any action for provisional or conservatory measures or action to enforce an arbitration award or any judgment entered by any court in respect of any thereof may be brought in any federal or state court of competent jurisdiction located location within the State of TexasMinnesota, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Texas Minnesota over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such action brought in such court or any defense of inconvenient forum for the maintenance of such action. Each of the parties hereto agrees that a judgment in any such action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Governing Law; Arbitration. The internal law, and not the law of conflicts, of the State of Texas Minnesota will govern all questions concerning the validity, construction and effect of this Agreement. Any controversy, dispute or claim arising under or in connection with this Agreement (including, without limitation, the existence, validity, interpretation or breach hereof and any claim based on contract, tort or statute) shall be resolved by a binding arbitration, to be held in DallasMinneapolis, Texas Minnesota pursuant to the U.S. Federal Arbitration Act and in accordance with the then-prevailing National Rules of Resolution of Employment Disputes of the American Arbitration Association (the “AAA”). The AAA shall select a sole arbitrator. Each party shall bear its own expenses incurred in connection with arbitration and the fees and expenses of the arbitrator shall be shared equally by the parties involved in the dispute and advanced by them from time to time as required. It is the mutual intention and desire of the parties that the arbitrator be chosen as expeditiously as possible following the submission of the dispute to arbitration. Once such arbitrator is chosen, and except as may otherwise be agreed in writing by the parties involved in such dispute or as ordered by the arbitrator upon substantial justification shown, the hearing for the dispute will be held within sixty (60) days of submission of the dispute to arbitration. The arbitrator shall render his or her final award within sixty (60) days, subject to extension by the arbitrator upon substantial justification shown of extraordinary circumstances, following conclusion of the hearing and any required post-hearing briefing or other proceedings ordered by the arbitrator. Any discovery in connection with arbitration hereunder shall be limited to information directly relevant to the controversy or claim in arbitration. The arbitrator will state the factual and legal basis for the award. The decision of the arbitrator in any such proceeding will be final and binding and not subject to judicial review and final judgment may be entered upon such an award in any court of competent jurisdiction, but entry of such judgment will not be required to make such award effective. Any action against any party hereto ancillary to arbitration, including any action for provisional or conservatory measures or action to enforce an arbitration award or any judgment entered by any court in respect of any thereof may be brought in any federal or state court of competent jurisdiction located location within the State of TexasMinnesota, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Texas Minnesota over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such action brought in such court or any defense of inconvenient forum for the maintenance of such action. Each of the parties hereto agrees that a judgment in any such action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Governing Law; Arbitration. The internal law, (a) This Agreement shall be governed by and not construed in accordance with the law of conflicts, domestic laws of the State of Texas will govern without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas. (b) The parties hereto agree to submit to arbitration any and all questions matters in dispute or in controversy among them concerning the validity, construction terms and effect provisions of this Agreement. All such disputes and controversies shall be determined and adjudged by the decision of an arbitrator (hereinafter sometimes called the “Arbitrator”) selected by mutual agreement of the parties hereto or if the parties hereto fail to reach agreement on the Arbitrator within ten days after a party hereto has notified the other of its interest to submit a matter to arbitration, the Arbitrator shall be selected by the American Arbitration Association upon application made to it for such purpose by the parties hereto. Arbitration shall take place in Dallas, Texas or such other place as the parties hereto may agree in writing. The Arbitrator shall reach and render a decision in writing with respect to the amount, if any, of payment respecting the disputed matter. Notwithstanding anything to the contrary herein, in no event will any award include consequential or punitive damages of any kind or nature. The arbitration proceedings shall be held in accordance with the applicable rules of the American Arbitration Association. Any controversyaward rendered shall be final and conclusive upon the parties and adjudgment thereon may be entered in the highest court of the forum, dispute state or claim arising under or federal, having jurisdiction. The fees and expenses of the Arbitrator and the respective fees and expenses of the parties hereto in connection with this Agreement any such arbitration (including, without limitation, the existence, validity, interpretation or breach hereof and any claim based on contract, tort or statute) shall be resolved by a binding arbitration, to be held in Dallas, Texas pursuant to the U.S. Federal Arbitration Act and in accordance with the then-prevailing National Rules of Resolution of Employment Disputes of the American Arbitration Association (the “AAA”). The AAA shall select a sole arbitrator. Each party shall bear its own expenses incurred in connection with arbitration and the reasonable fees and expenses of the arbitrator legal counsel and consultants) shall be shared equally paid by the parties involved in the dispute and advanced by them from time to time as required. It is the mutual intention and desire of the parties that the arbitrator be chosen as expeditiously as possible following the submission of the dispute to arbitration. Once such arbitrator is chosen, and except as may otherwise be agreed in writing party against whom a decision by the parties involved in such dispute or as ordered by the arbitrator upon substantial justification shown, the hearing for the dispute will be held within sixty (60) days of submission of the dispute to arbitration. The arbitrator shall render his or her final award within sixty (60) days, subject to extension by the arbitrator upon substantial justification shown of extraordinary circumstances, following conclusion of the hearing and any required post-hearing briefing or other proceedings ordered by the arbitrator. Any discovery in connection with arbitration hereunder shall be limited to information directly relevant to the controversy or claim in arbitration. The arbitrator will state the factual and legal basis for the award. The decision of the arbitrator in any such proceeding will be final and binding and not subject to judicial review and final judgment may be entered upon such an award in any court of competent jurisdiction, but entry of such judgment will not be required to make such award effective. Any action against any party hereto ancillary to arbitration, including any action for provisional or conservatory measures or action to enforce an arbitration award or any judgment entered by any court in respect thereof may be brought in any federal or state court of competent jurisdiction located within the State of Texas, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Texas over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such action brought in such court or any defense of inconvenient forum for the maintenance of such action. Each of the parties hereto agrees that a judgment in any such action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawArbitrator is rendered.

Governing Law; Arbitration. The internal law, and not substantive laws (as distinguished from the choice of law of conflicts, rules) of the State of Texas will California shall govern all questions concerning the validity, construction validity and effect interpretation of this AgreementAgreement and the performance by the parties of their respective duties and obligations hereunder. Any controversy, dispute All actions or claim proceedings arising under or in connection with, touching upon or relating to this Agreement, the breach thereof and/or the scope of the provisions of this Section 14 shall be submitted to JAMS (“JAMS”) for final and binding arbitration under its Comprehensive Arbitration Rules and Procedures 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, to be held in Los Angeles County, California, before a single arbitrator who shall be a retired judge, in accordance with California Code of Civil Procedure §§ 1280 et seq. The arbitrator shall be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS. The arbitration shall be a confidential proceeding, closed to the general public. The arbitrator shall assess the cost of the arbitration against the losing party. In addition, the prevailing party in any arbitration or legal proceeding relating to this Agreement shall be entitled to all reasonable expenses (including, without limitation, reasonable attorney’s fees). Notwithstanding the existenceforegoing, validity, interpretation or breach hereof and any claim based on contract, tort or statute) shall the arbitrator may require that such fees be resolved by a binding arbitration, borne in such other manner as the arbitrator determines is required in order for this arbitration clause to be held in Dallas, Texas pursuant to the U.S. Federal Arbitration Act and in accordance with the then-prevailing National Rules of Resolution of Employment Disputes of the American Arbitration Association (the “AAA”). The AAA shall select a sole arbitrator. Each party shall bear its own expenses incurred in connection with arbitration and the fees and expenses of the arbitrator shall be shared equally by the parties involved in the dispute and advanced by them from time to time as required. It is the mutual intention and desire of the parties that the arbitrator be chosen as expeditiously as possible following the submission of the dispute to arbitration. Once such arbitrator is chosen, and except as may otherwise be agreed in writing by the parties involved in such dispute or as ordered by the arbitrator upon substantial justification shown, the hearing for the dispute will be held within sixty (60) days of submission of the dispute to arbitrationenforceable under applicable law. The arbitrator shall render his or her final award within sixty (60) days, subject to extension by issue a written opinion stating the arbitrator essential findings and conclusions upon substantial justification shown of extraordinary circumstances, following conclusion of the hearing and any required post-hearing briefing or other proceedings ordered by which the arbitrator. Any discovery in connection with arbitration hereunder shall be limited to information directly relevant to the controversy or claim in arbitration’s award is based. The arbitrator will state shall have the factual power to enter temporary restraining orders and legal basis preliminary and permanent injunctions. Neither party shall be entitled or permitted to 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 arbitrator’s award. The decision ; provided, however, that prior to the appointment of the arbitrator or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief in any such proceeding will be final and binding and not subject to judicial review and final judgment may be entered upon such an award in any court of competent jurisdiction, but entry of such judgment will not be required to make such award effective. Any action against any party hereto ancillary to arbitration, including any action for provisional or conservatory measures or action to enforce an arbitration award or any judgment entered by any court in respect thereof may be brought in any federal or state a court of competent jurisdiction located within in Los Angeles County, California or, if sought by Company, such other court that may have jurisdiction over Consultant, without thereby waiving its right to arbitration of the State of Texasdispute or controversy under this section. Notwithstanding anything to the contrary herein, and the parties hereto Consultant hereby irrevocably submit 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 non-exclusive jurisdiction production, distribution, exhibition or other exploitation of any federal motion picture, production or state court located within project related to Company, its parents, subsidiaries and affiliates, or the State of Texas over any such action. The parties hereby irrevocably waiveuse, to the fullest extent permitted by applicable law, any objection which they may now publication or hereafter have to the laying of venue dissemination of any advertising in connection with such action brought in such court motion picture, production or any defense of inconvenient forum for the maintenance of such action. Each of the parties hereto agrees that a judgment in any such action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawproject.

Governing Law; Arbitration. The internal law, This Agreement shall be construed and not enforced in accordance with and governed by the law of conflicts, laws of the State of Texas will govern all questions concerning New York, without regard to conflicts of law principles, and the validity, construction and effect laws of this Agreementthe United States applicable in New York. Any controversy, dispute or claim arising under out of, in connection with, or in connection with relation to, the interpretation, performance or breach of this Agreement (Agreement, including, without limitation, the existence, validity, interpretation or breach hereof scope and any claim based on contract, tort or statute) enforceability of this Section which cannot first be settled through ordinary negotiation between the Parties shall be resolved submitted in good faith to mediation by a binding arbitration, to be held in Dallas, Texas pursuant to the U.S. Federal Arbitration Act and in accordance with the then-prevailing National Commercial Mediation Rules of Resolution of Employment Disputes of the American Arbitration Association (or any successor organization. In the “AAA”)event that mediation of such controversy, dispute or claim cannot be settled through the mediation proceeding, the Parties September 2, 1997 agree that the controversy, dispute or claim shall be submitted to binding and final arbitration by and in accordance with the then existing Rules for Commercial Arbitration of the American Arbitration Association or any successor organization. Any such arbitration shall be to a three member panel selected through the rules governing selection and appointment of such panels of the American Arbitration Association or any successor organization. The AAA shall select a sole arbitrator. Each party shall bear its own expenses incurred in connection with arbitration and the fees and expenses of the arbitrator shall be shared equally award rendered by the parties involved in the dispute and advanced by them from time to time as required. It is the mutual intention and desire of the parties that the arbitrator be chosen as expeditiously as possible following the submission of the dispute to arbitration. Once such arbitrator is chosen, and except as may otherwise be agreed in writing by the parties involved in such dispute or as ordered by the arbitrator upon substantial justification shown, the hearing for the dispute will be held within sixty (60) days of submission of the dispute to arbitration. The arbitrator shall render his or her final award within sixty (60) days, subject to extension by the arbitrator upon substantial justification shown of extraordinary circumstances, following conclusion of the hearing and any required post-hearing briefing or other proceedings ordered by the arbitrator. Any discovery in connection with arbitration hereunder shall be limited to information directly relevant to the controversy or claim in arbitration. The arbitrator will state the factual and legal basis for the award. The decision of the arbitrator in any such proceeding will be final and binding and not subject to judicial review and final judgment arbitrators may be confirmed, entered upon such an award and enforced as a judgment in any court of competent jurisdiction; however, but entry of such judgment will not be required the Parties otherwise waive any rights to make such appeal the award effectiveexcept with regard to fraud by the panel. Any such action against any party hereto ancillary to arbitration, including any action for provisional or conservatory measures or action to enforce an arbitration award or any judgment entered by any court in respect thereof may must be brought within two years of the date the cause of action accrues. The arbitrators shall award the Party which substantially prevails in any federal arbitration proceeding recovery of that Party's reasonable attorneys' fees, the arbitrators' fees and all costs in connection with the arbitration from the Party who does not substantially prevail. Any arbitration hereunder commenced prior to full payment of the Note or state conversion of the Note into Parent Shares (such event being referred to as the "Note Payment Date"), shall be held in New York, New York. Any arbitration commenced on or after the Note Payment Date shall be held in Houston, Texas. Nothing in this Section shall restrict any Parties' ability to seek injunctive or other equitable relief in any court of competent jurisdiction located within prior to initiating mediation or arbitration. In the State event that such injunctive or equitable relief is sought by any Party, such Party is specifically entitled to enforce the appropriate provisions of Texasthe Agreement in obtaining such relief in any court of competent jurisdiction and, thereafter, submit the remaining controversy, dispute or claim to arbitration in accordance with this Section. Any such proceeding for injunctive or equitable relief hereunder commenced prior to the Note Payment Date, shall be held in New York, New York, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Texas over any such action. The parties hereby irrevocably waiveproceeding commenced on or after the Note Payment Date shall be held in Houston, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such action brought in such court or any defense of inconvenient forum for the maintenance of such action. Each of the parties hereto agrees that a judgment in any such action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawTexas.

Governing Law; Arbitration. The internal law11.9.1 This Agreement and all claims, and not the law of conflicts, disputes and other matters arising out of or related hereto shall be governed by and construed in accordance with the laws of the State of Texas will govern all questions concerning the validity, construction and effect of this Agreement. Any controversy, dispute or claim arising under or in connection with this Agreement (includingIsrael, without limitation, regard to the existence, validity, interpretation conflicts of law principles or breach hereof and any claim based on contract, tort or statute) shall be resolved by a binding arbitrationrules of such state. 11.9.2 Subject to the exclusive arbitration mechanism set forth below, to be held in Dallasthe extent a court decision is required for any reason, Texas pursuant to the U.S. Federal Arbitration Act and in accordance with the then-prevailing National Rules of Resolution of Employment Disputes of the American Arbitration Association (the “AAA”). The AAA shall select a sole arbitrator. Each party shall bear its own expenses incurred in connection with arbitration and the fees and expenses of the arbitrator shall be shared equally by the parties involved in the dispute and advanced by them from time to time as required. It is the mutual intention and desire of the parties that the arbitrator be chosen as expeditiously as possible following the submission of the dispute to arbitration. Once such arbitrator is chosen, and except as may otherwise be agreed in writing by the parties involved in such dispute or as ordered by the arbitrator upon substantial justification shown, the hearing for the dispute will be held within sixty (60) days of submission of the dispute to arbitration. The arbitrator shall render his or her final award within sixty (60) days, subject to extension by the arbitrator upon substantial justification shown of extraordinary circumstances, following conclusion of the hearing and any required post-hearing briefing or other proceedings ordered by the arbitrator. Any discovery in connection with arbitration hereunder shall be limited to information directly relevant to the controversy or claim in arbitration. The arbitrator will state the factual and legal basis for the award. The decision of the arbitrator in any such proceeding will be final and binding and not subject to judicial review and final judgment may be entered upon such an award in any court of competent jurisdiction, but entry of such judgment will not be required to make such award effective. Any action against any party hereto ancillary to arbitration, including any action for provisional or conservatory measures or action to enforce an arbitration award or any judgment entered by any court in respect thereof may be brought in any federal or state court of competent jurisdiction located within the State of Texas, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal the Tel-Aviv District Court or state court located within the State of Texas Tel-Aviv Magistrate Court, as applicable, over any dispute arising out of or relating to this Agreement. Each party hereby irrevocably agrees that all claims in respect of such actiondispute or proceeding will be heard and determined in such courts (and the courts hearing appeals from such courts). The parties hereby irrevocably waive, to the fullest extent permitted by applicable lawApplicable Law, any objection which they may now or hereafter have to the laying of venue of any such action dispute brought in such court or any defense of inconvenient forum for in connection therewith. 11.9.3 In the maintenance event that any dispute or disagreement arises between the parties hereto with regard to any matter concerning this Agreement and/or implementation and/or interpretation thereof (or resulting therefrom) (a “Dispute”), the parties to the Dispute shall be obligated to refer the Dispute to the decision of such actionan arbitrator, as an exclusive forum, whose decision shall be final and binding. Each The arbitrator shall be appointed by the Arbitration Institution of the Israeli Bar Association upon the request of any of the parties hereto agrees (the “Arbitrator”). This Section shall constitute an arbitration agreement between the parties and the rules of the Arbitration Institution of the Israeli Bar Association shall apply, including the availability of appeal before a panel of arbitrators. The Arbitrator shall decide the Dispute within a maximum of sixty (60) days from the commencement date of the arbitration proceedings and shall be bound by the substantive law but shall not be bound by the laws of evidence and by the rules of procedure. The arbitration shall be handled in Israel and in English. Any and all costs and expenses associated with the arbitration shall be borne equally by the parties, except that a judgment in any the Arbitrator shall be authorized to hold that the party whose claim was rejected would bear all or substantial part of such action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawcosts and expenses.

Governing Law; Arbitration. The internal lawThis Agreement must be construed, interpreted, and not the law of conflicts, of the State of Texas will govern all questions concerning the validity, construction and effect of this Agreement. Any controversy, dispute or claim arising under or in connection with this Agreement (including, without limitation, the existence, validity, interpretation or breach hereof and any claim based on contract, tort or statute) shall be resolved by a binding arbitration, to be held in Dallas, Texas pursuant to the U.S. Federal Arbitration Act and governed in accordance with the then-prevailing laws of the Commonwealth of Virginia without reference to rules relating to conflict of law. In case of any controversy or claim arising out of or related to this Agreement or relating to your employment (including claims relating to employment discrimination), except as expressly excluded herein, each Party agrees to give the other Party notice of an intent to seek arbitration under this Agreement and 10 days to reach a resolution. Should resolution of any controversy or claim not be reached following provision of notice, then the dispute shall be settled by arbitration, under the American Arbitration Association's National Rules of for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA”"National Rules"). The AAA A single arbitrator shall select a sole arbitrator. Each party shall bear its own expenses incurred be selected in connection accordance with arbitration the National Rules, and the fees and expenses costs of the arbitrator such arbitration shall be shared equally by between the parties involved in the dispute and advanced by them from time to time as requiredparties. It is the mutual intention and desire of the parties that the arbitrator be chosen as expeditiously as possible following the submission of the dispute to arbitration. Once such arbitrator is chosen, and except as may otherwise be agreed in writing by the parties involved in such dispute or as ordered by the arbitrator upon substantial justification shown, the hearing for the The dispute will be held within sixty (60) days of submission arbitrated in the Washington, D.C. metro area, absent mutual agreement of the dispute Parties to arbitrationanother venue. Any claim or controversy not submitted to arbitration in accordance with this Section 11(n) will be waived, and thereafter no arbitrator, arbitration panel, tribunal, or court will have the power to rule or make any award on any such claim or controversy. In determining a claim or controversy under this Agreement and in making an award, the arbitrator must consider the terms and provisions of this Agreement, as well as all applicable federal, state, or local laws. The arbitrator shall render his or her final award within sixty (60) days, subject to extension by the arbitrator upon substantial justification shown of extraordinary circumstances, following conclusion of the hearing and any required post-hearing briefing or other proceedings ordered by the arbitrator. Any discovery in connection with arbitration hereunder shall be limited to information directly relevant to the controversy or claim in arbitration. The arbitrator will state the factual and legal basis for the award. The decision of the arbitrator rendered in any such arbitration proceeding will held under this Section 11(n) shall be final and binding and not subject to judicial review and final judgment upon the award may be entered upon such an award in any court having jurisdiction thereof. Claims for workers' compensation or unemployment compensation benefits are not covered by this Section 11(n). Also not covered by this Section 11(n) are claims by the Company or by you for temporary restraining orders, preliminary injunctions or permanent injunctions (“equitable relief”) in cases in which such equitable relief would be otherwise authorized by law or pursuant to Section 10. The Company will be responsible for paying any filing fee of competent jurisdictionthe sponsoring organization and the fees and costs of the arbitrator; provided, but entry however, that if you initiate the claim, you will contribute an amount equal to the filing fee you would have incurred to initiate a claim in the court of such judgment will not be required general jurisdiction in the Commonwealth of Virginia. Each party shall pay for its own costs and attorneys’ fees, if any. Without limiting the provisions of this Section 11(n), the Company and you agree that the decision as to make such award effective. Any action against any whether a party hereto ancillary to is the prevailing party in an arbitration, including any action for provisional or conservatory measures or action to enforce an arbitration award or any judgment entered by any a legal proceeding that is commenced in connection therewith will be made in the sole discretion of the arbitrator or, if applicable, the court in respect thereof may be brought in any federal or state court of competent jurisdiction located within the State of Texas, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal arbitrator or state court located within the State of Texas over any such action. The parties hereby irrevocably waivemay award reasonable attorneys' fees, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such action brought in such court or any defense of inconvenient forum for the maintenance of such action. Each of the parties hereto agrees that a judgment in any such action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawcosts and expenses.

Governing Law; Arbitration. The internal lawThis Agreement will be deemed a contract made under, and not for all purposes will be construed in accordance with, the law laws of conflictsArizona. You and the Company agree that any controversy or claim relating to this Agreement or any breach thereof, and any claims you may have arising from or relating to your employment (or separation from employment) with the Company or that the Company may have against you arising from or relating to your employment with the Company, of the State of Texas any nature whatsoever, other than for workers’ compensation, unemployment or disability benefits, will govern all questions concerning the validitybe settled solely and finally by binding arbitration in Maricopa County, construction and effect of this Agreement. Any controversy, dispute or claim arising under or in connection with this Agreement (including, without limitation, the existence, validity, interpretation or breach hereof and any claim based on contract, tort or statute) shall be resolved by Arizona before a binding arbitration, to be held in Dallas, Texas pursuant to the U.S. Federal Arbitration Act and single neutral arbitrator in accordance with the then-prevailing National Employment Arbitration Rules of Resolution of Employment Disputes and Mediation Procedures of the American Arbitration Association (the “AAA”)) then in effect in the State of Arizona, which can be found at wxx.xxx.xxx, and for which you can request a copy from the Company. The AAA shall select a sole arbitrator. Each party shall bear its own expenses incurred in connection with arbitration and the fees and expenses of the arbitrator This mutual agreement to arbitrate shall be shared equally governed for all legal purposes by the parties involved Federal Arbitration Act. You agree that any claim brought pursuant to this Agreement shall be brought in the dispute your individual capacity only, and advanced by them from time to time not as required. It is the mutual intention a class, collective, or representative action and desire of the parties that the arbitrator be chosen as expeditiously as possible following has no power or authority to preside over a class, collective or representative action. Judgment upon the submission of the dispute to arbitration. Once such arbitrator is chosenaward, and except as may otherwise be agreed in writing by the parties involved in such dispute or as ordered if any, rendered by the arbitrator upon substantial justification shownmay be entered in any court having jurisdiction thereof, provided that this Section 10 will not be construed to eliminate or reduce any right the hearing for the dispute will be held within sixty (60) days Company or you may otherwise have to obtain a temporary restraining order or a preliminary or permanent injunction from a court of submission competent jurisdiction to enforce any of the dispute to covenants contained in this Agreement before the matter can be heard in arbitration. The arbitrator shall render his or her final award within sixty (60) days, subject to extension by the arbitrator upon substantial justification shown issue written findings of extraordinary circumstances, following conclusion fact and conclusions of the hearing and any required post-hearing briefing or other proceedings ordered by the arbitratorlaw. Any discovery in connection with arbitration hereunder shall be limited to information directly relevant to the controversy or claim in arbitrationYOU AND THE COMPANY UNDERSTAND THAT BY AGREEING TO BINDING ARBITRATION YOU AND THE COMPANY ARE GIVING UP YOUR RIGHTS TO TRIAL BY JURY OF ANY CLAIM EITHER MAY HAVE AGAINST EACH OTHER. The arbitrator will state shall have the factual authority to award either party their reasonable and substantiated legal basis for the award. The decision of the arbitrator in fees and costs incurred with respect to any such proceeding will be final and binding and not subject to judicial review and final judgment may be entered claims upon such an award in any court of competent jurisdiction, but entry of such judgment will not be required to make such award effective. Any action against any party hereto ancillary to arbitration, including any action for provisional or conservatory measures or action to enforce an arbitration award or any judgment entered by any court in respect thereof may be brought in any federal or state court of competent jurisdiction located within the State of Texas, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Texas over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now prevail. You agree that nothing in this Agreement prevents you from making a report to or hereafter have to the laying of venue filing a charge with a federal, state, or local government agency and that nothing in this Agreement precludes your participation in an investigation by a government agency. However, after exhaustion of any such action brought in such court administrative procedures, any remaining issue or any defense dispute between you and the Company shall be resolved exclusively pursuant to the terms of inconvenient forum for the maintenance of such action. Each of the parties hereto agrees that a judgment in any such action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawthis Section 10.

Governing Law; Arbitration. The internal law, and not the law of conflicts, of the State of Texas will govern all questions concerning the validity, construction and effect of this Agreement. Any controversy, dispute or claim arising under or in connection with this Agreement (including, without limitation, the existence, validity, interpretation or breach hereof and any claim based on contract, tort or statute) shall be resolved by a binding arbitration, to be held in Dallas, Texas pursuant to the U.S. Federal Arbitration Act and in accordance with the then-prevailing National Rules of Resolution of Employment Disputes of the American Arbitration Association (the “AAA”). The AAA shall select a sole arbitrator. Each party shall bear its own expenses incurred in connection with arbitration and the fees and expenses of the arbitrator shall be shared equally by the parties involved in the dispute and advanced by them from time to time as required. It is the mutual intention and desire of the parties that the arbitrator be chosen as expeditiously as possible following the submission of the dispute to arbitration. Once such arbitrator is chosen, and except as may otherwise be agreed in writing by the parties involved in such dispute or as ordered by the arbitrator upon substantial justification shown, the hearing for the dispute will be held within sixty (60) 60 days of submission of the dispute to arbitration. The arbitrator shall render his or her final award within sixty (60) 60 days, subject to extension by the arbitrator upon substantial justification shown of extraordinary circumstances, following conclusion of the hearing and any required post-hearing briefing or other proceedings ordered by the arbitrator. Any discovery in connection with arbitration hereunder shall be limited to information directly relevant to the controversy or claim in arbitration. The arbitrator will state the factual and legal basis for the award. The decision of the arbitrator in any such proceeding will be final and binding and not subject to judicial review and final judgment may be entered upon such an award in any court of competent jurisdiction, but entry of such judgment will not be required to make such award effective. Any action against any party hereto ancillary to arbitration, including any action for provisional or conservatory measures or action to enforce an arbitration award or any judgment entered by any court in respect thereof may be brought in any federal or state court of competent jurisdiction located within the State of Texas, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Texas over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such action brought in such court or any defense of inconvenient forum for the maintenance of such action. Each of the parties hereto agrees that a judgment in any such action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Governing Law; Arbitration. The internal law, This Agreement shall be construed and not enforced in accordance with and governed by the law of conflicts, laws of the State state of Texas will govern without regard to conflict of laws rules thereof or of any other jurisdiction. Each Party agrees that upon the written demand of the other Party, whether made before or after the institution of any legal proceedings, but prior to the rendering of any judgment in that proceeding, all questions concerning the validitydisputes, construction claims and effect of controversies between them, whether individual, joint, or class in nature, arising from this Agreement. Any controversy, dispute or claim arising under any document, instrument, or agreement executed in connection with this Agreement (includingherewith, including without limitationlimitation contract disputes and tort claims, the existence, validity, interpretation or breach hereof and any claim based on contract, tort or statute) shall be resolved by a binding arbitration, to be held in Dallas, Texas arbitration pursuant to the U.S. Federal Arbitration Act and in accordance with the then-prevailing National Rules of Resolution of Employment Disputes of the American Arbitration Association (the “AAA”). The arbitration shall be conducted by one (I) arbitrator who shall be selected using a listing process whereby the AAA administrator shall select provide each party with a sole arbitratorlist of proposed arbitrators who are generally familiar with the underlying subject matter made the basis of the dispute. Thereafter, each Party shall be given ten (10) days to strike any unacceptable names from the list and number the remaining names in order of mutual preference. The arbitration shall be conducted in Tarrant County, Texas. The language of the arbitration shall be in English. This arbitration provision shall not limit the right of either Party during any dispute, claim or controversy to seek, use, and employ ancillary, or preliminary rights and/or remedies, judicial or otherwise, for the purposes of realizing upon, preserving, or protecting any rights of either Party, and any such action shall not be deemed an election of remedies. Such remedies include, without limitation, obtaining injunctive relief or a temporary restraining order, obtaining a writ of attachment or imposition of a receivership, or exercising any rights relating to personal property, in which event, the Party seeking such equitable relief can file an action in court notwithstanding this arbitration provision. Any disputes, claims or controversies concerning the lawfulness or reasonableness of an act, or exercise of any right or remedy, including any claim to rescind, reform, or otherwise modify this Agreement, shall also be arbitrated: provided, however, that no arbitrator shall have the right or the power to enjoin or restrain any act of either Party. It is understood and agreed that the arbitrator shall have no authority to award punitive or other damages not measured by the prevailing Party’s actual damages, except as may be required by statute. Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction. The statute of limitations, estoppel, waiver, laches and similar doctrines which would otherwise be applicable in an action brought by a Party shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of any action for these purposes. The Federal Arbitration Act (Title 9 of the United States Code) shall apply to the construction, interpretation, and enforcement of this arbitration provision. Each party Party shall bear its own expenses incurred in connection with arbitration and the fees costs and expenses and an equal share of the arbitrator shall be shared equally by the parties involved in the dispute arbitrator’s and advanced by them from time to time as required. It is the mutual intention and desire administrative fees of the parties that the arbitrator be chosen as expeditiously as possible following the submission of the dispute to arbitration. Once such arbitrator is chosen, and except as may otherwise be agreed in writing by the parties involved in such dispute or as ordered by the arbitrator upon substantial justification shown, the hearing for the dispute will be held within sixty (60) days of submission of the dispute to arbitration. The arbitrator shall render his or her final award within sixty (60) days, subject to extension by the arbitrator upon substantial justification shown of extraordinary circumstances, following conclusion of the hearing and any required post-hearing briefing or other proceedings ordered by the arbitrator. Any discovery in connection with arbitration hereunder shall be limited to information directly relevant to the controversy or claim in arbitration. The arbitrator will state the factual and legal basis for the award. The decision of the arbitrator in any such proceeding will be final and binding and not subject to judicial review and final judgment may be entered upon such an award in any court of competent jurisdiction, but entry of such judgment will not be required to make such award effective. Any action against any party hereto ancillary to arbitration, including any action for provisional or conservatory measures or action to enforce an arbitration award or any judgment entered by any court in respect thereof may be brought in any federal or state court of competent jurisdiction located within the State of Texas, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Texas over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such action brought in such court or any defense of inconvenient forum for the maintenance of such action. Each of the parties hereto agrees that a judgment in any such action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Governing Law; Arbitration. The internal law, This Agreement will be governed by and not -------------------------- construed under the law of conflicts, laws of the State of Texas will govern all questions concerning the validity, construction and effect California without reference to conflict of this Agreementlaws principles. Any controversy, dispute or claim arising under out of or in connection with relation to this Agreement (includingAgreement, without limitationor the interpretation, the existencemaking, validityperformance, interpretation breach or breach hereof and any claim based on contracttermination thereof, tort or statute) shall be resolved finally and exclusively settled by a binding arbitration, to be held in Dallas, Texas pursuant to arbitration under the U.S. Federal Arbitration Act and in accordance with commercial arbitration rules (the then-prevailing National Rules of Resolution of Employment Disputes "Rules") of the American Arbitration Association (the “"AAA”"). The Within twenty (20) days of giving or receiving of notice of arbitration, Jutvision on the one hand and GTE on the other hand shall appoint one independent arbitrator, and within twenty (20) days thereafter, the two arbitrators shall appoint a third arbitrator. If the two cannot agree upon a third arbitrator, the AAA shall select appoint a sole arbitratorthird. Each party shall bear its own expenses incurred in connection with The arbitration and the fees and expenses of the arbitrator hearing shall be shared equally by the parties involved in the dispute and advanced by them from time to time as required. It is the mutual intention and desire of the parties that the arbitrator be chosen as expeditiously as possible following the submission of the dispute to arbitration. Once such arbitrator is chosen, and except as may otherwise be agreed in writing by the parties involved in such dispute or as ordered by the arbitrator upon substantial justification shown, the hearing for the dispute will be held commenced within sixty (60) days of submission of the dispute to arbitrationthird arbitrator's appointment. The arbitrator arbitral proceedings and all pleadings and written evidence shall render his or her final award within sixty (60) days, subject to extension be in the English language. Any written evidence originally in a language other than English shall be submitted in English translation accompanied by the arbitrator upon substantial justification shown of extraordinary circumstances, following conclusion of original or a true copy thereof. Judgment on the hearing and any required post-hearing briefing or other proceedings ordered award rendered by the arbitrator. Any discovery in connection with arbitration hereunder shall be limited to information directly relevant to the controversy or claim in arbitration. The arbitrator will state the factual and legal basis for the award. The decision of the arbitrator in any such proceeding will be final and binding and not subject to judicial review and final judgment arbitrators may be entered upon such an award in any court of competent jurisdictionhaving jurisdiction thereof. Notwithstanding the foregoing, but entry of such judgment will not be required to make such award effective. Any action against before, during or after arbitration, any party hereto ancillary may apply to arbitrationany court for a temporary restraining order, preliminary injunction or other equitable relief where such relief is necessary to protect its interests pending completion of the arbitration proceedings or to implement or enforce any arbitration ruling in any court having proper jurisdiction located in the district in which the alleged action of the other party occurred. The prevailing party (plaintiff or defendant, as the case may be) shall be entitled to recover, in addition to any other relief awarded, its reasonable costs and expenses, including any action for provisional or conservatory measures or action to enforce an arbitration award or any judgment entered by any court without limitation attorneys' and expert witness fees, incurred in respect thereof may be brought in any federal or state court of competent jurisdiction located within the State of Texas, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Texas over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such action brought in such court or any defense of inconvenient forum for the maintenance of such action. Each of the parties hereto agrees that a judgment in any such action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawproceeding.

Governing Law; Arbitration. The internal law, This Sublease shall be construed and not enforced in accordance with the law of conflicts, laws of the State in which the Demised Premise is located, without regard to its conflicts of Texas will govern all questions concerning the validity, construction and effect of this Agreementlaws principles. Any controversy, dispute controversy or claim arising under out of or relating to this Sublease, or the breach thereof, or any rights granted hereunder, shall be settled by binding arbitration in connection location where the Demised Premise is located. The arbitration shall be conducted by, and in accordance with this Agreement the rules of JAMS (f/k/a Judicial Arbitration and Mediation Service), before a single arbitrator. The arbitration shall be the exclusive forum for resolving such dispute, controversy or claim. The decision of the arbitrator shall be binding upon the Parties hereto, and the expense of the arbitration (including, without limitation, the existence, validity, interpretation or breach hereof and any claim based on contract, tort or statuteaward of attorneys’ fees to the prevailing Party) shall be resolved by a binding arbitration, to be held in Dallas, Texas pursuant to the U.S. Federal Arbitration Act and in accordance with the then-prevailing National Rules of Resolution of Employment Disputes of the American Arbitration Association (the “AAA”). The AAA shall select a sole arbitrator. Each party shall bear its own expenses incurred in connection with arbitration and the fees and expenses of paid as the arbitrator shall be shared equally by the parties involved in the dispute and advanced by them from time to time as required. It is the mutual intention and desire of the parties that the arbitrator be chosen as expeditiously as possible following the submission of the dispute to arbitration. Once such arbitrator is chosen, and except as may otherwise be agreed in writing by the parties involved in such dispute or as ordered by the arbitrator upon substantial justification shown, the hearing for the dispute will be held within sixty (60) days of submission of the dispute to arbitration. The arbitrator shall render his or her final award within sixty (60) days, subject to extension by the arbitrator upon substantial justification shown of extraordinary circumstances, following conclusion of the hearing and any required post-hearing briefing or other proceedings ordered by the arbitrator. Any discovery in connection with arbitration hereunder shall be limited to information directly relevant to the controversy or claim in arbitration. The arbitrator will state the factual and legal basis for the awarddetermines. The decision of the arbitrator in any such proceeding will shall be final final, and binding and not subject to judicial review and final judgment upon the award of the arbitration may be entered upon such an award in any court where the arbitration takes place or any court having jurisdiction thereof, and application may be made to any court for a judicial acceptance of competent jurisdictionthe award or order of enforcement. Notwithstanding anything to the contrary contained herein, but entry of each Party shall have the right to institute judicial proceedings for equitable relief against the other Party or anyone acting by, through or under such judgment will not be required other Party, in order to make such award effective. Any action against any party hereto ancillary to arbitrationenforce the instituting Party’s rights hereunder, including any action for provisional or conservatory measures or action to enforce an arbitration award but not limited to, rights regarding Confidential Information, through reformation of contract, specific performance, injunction or any judgment entered by any court in respect thereof may be brought in any federal or state court of competent jurisdiction located within the State of Texassimilar equitable relief, and each Party agrees that it shall not contest or seek to stay such an action, and for such purposes, the parties hereto hereby irrevocably submit Parties consent to the non-sole and exclusive jurisdiction of any the state and federal or courts in the state court located within in which the State of Texas over any such action. The parties hereby irrevocably waiveDemised Premises is located, to the fullest extent permitted by applicable lawwithout limitation, any objection which they may now or hereafter have to the laying of venue of any such action brought in such court or and waive any defense of inconvenient forum for lack of personal jurisdiction to any action based on a breach of this Sublease and any right to a jury trial. If either Party commences any action or proceeding against the maintenance of such action. Each of other Party to enforce this Sublease, the parties hereto agrees that a judgment prevailing Party in any such action may or proceeding shall be enforced entitled to recover from the other Party the actual attorneys’ fees, costs and expenses incurred by such prevailing Party in other jurisdictions by suit on the connection with such action or proceeding, and in connection with enforcing any judgment or in any other manner provided by laworder thereby obtained.

Governing Law; Arbitration. The internal law, (a) This Agreement shall be governed by and not construed in accordance with the law of conflicts, laws of the State of Texas will govern all questions concerning without giving effect to the validity, construction and effect conflicts of this Agreement. law principles of such jurisdiction. (b) Any controversy, dispute controversy or claim arising under out of or in connection with relating to this Agreement (includingAgreement, without limitation, including the existencetermination, validity, interpretation or breach hereof and any claim based on contract, tort or statute) thereof shall be resolved settled by arbitration before a binding arbitrationsingle arbitrator conducted in Atlanta, to be held in Dallas, Texas pursuant to the U.S. Federal Arbitration Act and Georgia in accordance with the then-prevailing National then applicable Commercial Arbitration Rules of Resolution of Employment Disputes of the American Arbitration Association Association, as modified in this Agreement (the “AAA”"Rules"). Within 20 days after its receipt of claimant's notice of intention to arbitrate and statement of claim, respondent shall serve claimant with its answering statement and any counterclaims. Claimant shall serve its answer to any counterclaims within ten days after its receipt thereof. The AAA hearing shall select a sole arbitrator. Each party shall bear its own expenses incurred in connection with arbitration and be held no later than 30 days after the fees and expenses designation of the arbitrator shall be shared equally by the parties involved in the dispute and advanced by them from time to time as required. It is the mutual intention and desire of the parties that the arbitrator be chosen as expeditiously as possible following the submission of the dispute to arbitration. Once such arbitrator is chosenarbitrator, and except as may otherwise be agreed in writing by the parties involved in such dispute or as ordered by the arbitrator upon substantial justification shall last no more than two business days absent good cause shown, the hearing for the dispute will be held within sixty (60) days of submission of the dispute to arbitration. The arbitrator shall render his or her final award its written decision within sixty (60) days, subject to extension 30 days after such hearing is conducted. The rendering of the decision by the arbitrator upon substantial justification shown within the aforesaid period of extraordinary circumstances, following conclusion time is a condition to the parties' obligation to pay the fees of the hearing and any required post-hearing briefing or other proceedings ordered by the arbitrator. Any discovery in connection with arbitration hereunder The powers of the arbitrator shall include, but not be limited to, the awarding of injunctive or other equitable relief but shall not include the power to information directly relevant to modify or amend in any respect the controversy or claim in arbitrationprovisions of this Agreement. The arbitrator will state shall include in any award the factual amount of the reasonable attorneys' fees and legal basis for expenses and all other reasonable costs and expenses of the arbitration incurred by the prevailing party and a direction that it be paid by the other party within ten days after the making of such award. The decision In the event that the arbitrator does not rule in favor of the prevailing party in respect of all the claims alleged by such party, the arbitrator shall include in any award the portion of the amount of the reasonable attorneys' fees and other expenses of the arbitration incurred by the prevailing party as the arbitrator deems just and equitable under the circumstances, together with a direction that such proceeding will amounts be final paid by the other party within ten days thereof. Except as provided above, each party shall bear his or its own attorneys' fees and binding expenses and not subject to judicial review the parties shall bear equally all other costs and final judgment expenses of the arbitration. Judgment upon the award rendered by the arbitrator may be entered upon such an award in any court having jurisdiction thereof. (c) Nothing contained in this Section 8.9 shall be construed to limit or preclude a party from bringing any action in any court of competent jurisdiction, but entry jurisdiction for interim or provisional relief pending establishment of such judgment will not be required to make such award effective. Any action against any party hereto ancillary to arbitration, including any action for provisional or conservatory measures or action to enforce an arbitration award or any judgment entered by any court in respect thereof may be brought in any federal or state court of competent jurisdiction located within the State of Texas, arbitral tribunal and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Texas over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such action brought in such court or any defense of inconvenient forum for the maintenance of such action. Each arbitral tribunal's determination of the parties hereto agrees merits of the dispute to protect the rights or property of that a judgment in any such action may be enforced in other jurisdictions by suit on party or to compel another party to comply with its obligations under this Agreement during the judgment or in any other manner provided by lawpendency of the arbitration proceedings.

Governing Law; Arbitration. The internal law, and not the law of conflicts, of the State of Texas will govern all questions concerning the validity, construction and effect of this Agreement. Any controversy, dispute or claim arising under or in connection with this Agreement (including, without limitation, the existence, validity, interpretation or breach hereof and any claim based on contract, tort or statute) shall be resolved by a binding arbitration, to be held in Dallas, Texas pursuant to the U.S. Federal Arbitration Act and in accordance with the then-prevailing National Rules of Resolution of Employment Disputes of the American 6574120-v9\GESDMS 13 Arbitration Association (the “AAA”). The AAA shall select a sole arbitrator. Each party shall bear its own expenses incurred in connection with arbitration and the fees and expenses of the arbitrator shall be shared equally by the parties involved in the dispute and advanced by them from time to time as required. It is the mutual intention and desire of the parties that the arbitrator be chosen as expeditiously as possible following the submission of the dispute to arbitration. Once such arbitrator is chosen, and except as may otherwise be agreed in writing by the parties involved in such dispute or as ordered by the arbitrator upon substantial justification shown, the hearing for the dispute will be held within sixty (60) days of submission of the dispute to arbitration. The arbitrator shall render his or her final award within sixty (60) days, subject to extension by the arbitrator upon substantial justification shown of extraordinary circumstances, following conclusion of the hearing and any required post-hearing briefing or other proceedings ordered by the arbitrator. Any discovery in connection with arbitration hereunder shall be limited to information directly relevant to the controversy or claim in arbitration. The arbitrator will state the factual and legal basis for the award. The decision of the arbitrator in any such proceeding will be final and binding and not subject to judicial review and final judgment may be entered upon such an award in any court of competent jurisdiction, but entry of such judgment will not be required to make such award effective. Any action against any party hereto ancillary to arbitration, including any action for provisional or conservatory measures or action to enforce an arbitration award or any judgment entered by any court in respect of any thereof may be brought in any federal or state court of competent jurisdiction located within the State of Texas, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Texas over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such action brought in such court or any defense of inconvenient forum for the maintenance of such action. Each of the parties hereto agrees that a judgment in any such action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Governing Law; Arbitration. The internal law, (a) This Agreement shall be governed by and not construed in accordance with the law of conflicts, Laws of the State of Texas will govern all questions concerning New York without reference to the validity, construction and effect choice of this Agreement. Law principles thereof. (b) Any controversy, dispute or claim arising under or in connection with this Agreement (including, without limitation, including the existence, validity, interpretation or breach hereof and any claim based on contract, tort or statute) shall be resolved by a binding arbitration, to be held in DallasNew York, Texas New York pursuant to the U.S. Federal Arbitration Act and in accordance with the then-prevailing National International Arbitration Rules of Resolution of Employment Disputes of the American Arbitration Association (the “AAA”). The AAA ; provided that, notwithstanding the International Arbitration Rules of the AAA, Buyer and Seller shall select a sole arbitratorsingle arbitrator by mutual agreement and, if such selection is not agreed to within thirty days, the parties will select an arbitrator in accordance with AAA rules. Each party shall bear its own expenses incurred in connection with arbitration and the fees and expenses of the arbitrator shall be shared equally by the parties involved in the dispute and advanced by them from time to time as required. It is the mutual intention and desire of the parties that the arbitrator be chosen appointed as expeditiously as possible following the submission of the dispute to arbitration. Once such arbitrator is chosen, appointed and except as may otherwise be agreed in writing by the parties involved in such dispute or as ordered by the arbitrator upon substantial justification shown, the hearing for the dispute will be held within sixty (60) days of submission of the dispute to arbitration. The arbitrator shall render his or her its final award within sixty (60) days, subject to extension by the arbitrator upon substantial justification shown of extraordinary circumstances, following conclusion of the hearing and any required post-hearing briefing or other proceedings ordered by the arbitrator. Any discovery in connection with arbitration hereunder shall be limited to information directly relevant to the controversy or claim in arbitration. The arbitrator will state the factual and legal basis for the award. The decision of the arbitrator in any such proceeding will be final and binding and not subject to judicial review and final judgment may be entered upon such an award in any court of competent jurisdiction, but entry of such judgment will not be required to make such award effective. Any action against any party hereto ancillary to arbitrationarbitration pursuant to this Section 9.14 (as determined by the arbitrator), including any action for provisional or conservatory measures or action to enforce an arbitration award or any judgment entered by any court in respect thereof may be brought in any federal or state court of competent jurisdiction located within the Southern District of the State of TexasNew York, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the Southern District of the State of Texas New York over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such action brought in such court or any defense of inconvenient forum for the maintenance of such action. Each of the parties hereto agrees that a judgment in any such action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding by the delivery of a copy thereof in accordance with the provisions of Section 9.13.

Governing Law; Arbitration. The internal lawThis Agreement will be deemed a contract made under, and not for all purposes will be construed in accordance with, the law laws of conflictsArizona. You and the Company agree that any controversy or claim relating to this Agreement or any breach thereof, and any claims you may have arising from or relating to your employment (or separation from employment) with the Company or that the Company may have against you arising from or relating to your employment with the Company, of the State of Texas any nature whatsoever, other than for workers' compensation, unemployment or disability benefits, will govern all questions concerning the validitybe settled solely and finally by binding arbitration in Maricopa County, construction and effect of this Agreement. Any controversy, dispute or claim arising under or in connection with this Agreement (including, without limitation, the existence, validity, interpretation or breach hereof and any claim based on contract, tort or statute) shall be resolved by Arizona before a binding arbitration, to be held in Dallas, Texas pursuant to the U.S. Federal Arbitration Act and single neutral arbitrator in accordance with the then-prevailing National Employment Arbitration Rules of Resolution of Employment Disputes and Mediation Procedures of the American Arbitration Association ("AAA") then in effect in the “AAA”)State of Arizona, which can be found at xxx.xxx.xxx, and for which you can request a copy from the Company. The AAA shall select a sole arbitrator. Each party shall bear its own expenses incurred in connection with arbitration and the fees and expenses of the arbitrator This mutual agreement to arbitrate shall be shared equally governed for all legal purposes by the parties involved Federal Arbitration Act. You agree that any claim brought pursuant to this Agreement shall be brought in the dispute your individual capacity only, and advanced by them from time to time not as required. It is the mutual intention a class, collective, or representative action and desire of the parties that the arbitrator be chosen as expeditiously as possible following has no power or authority to preside over a class, collective or representative action. Judgment upon the submission of the dispute to arbitration. Once such arbitrator is chosenaward, and except as may otherwise be agreed in writing by the parties involved in such dispute or as ordered if any, rendered by the arbitrator upon substantial justification shownmay be entered in any court having jurisdiction thereof, provided that this Section 10 will not be construed to eliminate or reduce any right the hearing for the dispute will be held within sixty (60) days Company or you may otherwise have to obtain a temporary restraining order or a preliminary or permanent injunction from a court of submission competent jurisdiction to enforce any of the dispute to covenants contained in this Agreement before the matter can be heard in arbitration. The arbitrator shall render his or her final award within sixty (60) days, subject to extension by the arbitrator upon substantial justification shown issue written findings of extraordinary circumstances, following conclusion fact and conclusions of the hearing and any required post-hearing briefing or other proceedings ordered by the arbitratorlaw. Any discovery in connection with arbitration hereunder shall be limited to information directly relevant to the controversy or claim in arbitrationYOU AND THE COMPANY UNDERSTAND THAT BY AGREEING TO BINDING ARBITRATION YOU AND THE COMPANY ARE GIVING UP YOUR RIGHTS TO TRIAL BY JURY OF ANY CLAIM EITHER MAY HAVE AGAINST EACH OTHER. The arbitrator will state shall have the factual authority to award either party for their reasonable and substantiated legal basis for the award. The decision of the arbitrator in fees and costs incurred with respect to any such proceeding will be final and binding and not subject to judicial review and final judgment may be entered claims upon such an award in any court of competent jurisdiction, but entry of such judgment will not be required to make such award effective. Any action against any party hereto ancillary to arbitration, including any action for provisional or conservatory measures or action to enforce an arbitration award or any judgment entered by any court in respect thereof may be brought in any federal or state court of competent jurisdiction located within the State of Texas, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Texas over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now prevail. You agree that nothing in this Agreement prevents you from making a report to or hereafter have to the laying of venue filing a charge with a federal, state, or local government agency and that nothing in this Agreement precludes your participation in an investigation by a government agency. However, after exhaustion of any such action brought in such court administrative procedures, any remaining issue or any defense dispute between you and the Company shall be resolved exclusively pursuant to the terms of inconvenient forum for the maintenance of such action. Each of the parties hereto agrees that a judgment in any such action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawthis Section 10.

Governing Law; Arbitration. The internal law, and not the law of conflicts, of the State of Texas will govern all questions concerning the validity, construction and effect of this Agreement. Any controversy, dispute or claim arising under or in connection with this Agreement (including, without limitation, the existence, validity, interpretation or breach hereof and any claim based on contract, tort or statute) shall be resolved by a binding arbitration, to be held in Dallas, Texas pursuant to the U.S. Federal Arbitration Act and in accordance with the then-prevailing National Rules of Resolution of Employment Disputes of the American Arbitration Association (the “AAA”). The AAA shall select a sole arbitrator. Each party shall bear its own expenses incurred in connection with arbitration and the fees and expenses of the arbitrator shall be shared equally by the parties involved in the dispute and advanced by them from time to time as required. It is the mutual intention and desire of the parties that the arbitrator be chosen as expeditiously as possible following the submission of the dispute to arbitration. Once such arbitrator is chosen, and except as may otherwise be agreed in writing by the parties involved in such dispute or as ordered by the arbitrator upon substantial justification shown, the hearing for the dispute will be held within sixty (60) 60 days of submission of the dispute to arbitration. The arbitrator shall render his or her final award within sixty (60) 60 days, subject to extension by the arbitrator upon substantial justification shown of extraordinary circumstances, following conclusion of the hearing and any required post-hearing briefing or other proceedings ordered by the arbitrator. Any discovery in connection with arbitration hereunder shall be limited to information directly relevant to the controversy or claim in arbitration. The arbitrator will state the factual and legal basis for the awardEqualization Payment. The decision of the arbitrator in any such proceeding will be final and binding and not subject to judicial review and final judgment may be entered upon such an award in any court of competent jurisdiction, but entry of such judgment will not be required to make such award effective. Any action against any party hereto ancillary to arbitration, including any action for provisional or conservatory measures or action to enforce an arbitration award or any judgment entered by any court in respect thereof may be brought in any federal or state court of competent jurisdiction located within the State of Texas, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any 5 federal or state court located within the State of Texas over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such action brought in such court or any defense of inconvenient forum for the maintenance of such action. Each of the parties hereto agrees that a judgment in any such action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.. i.

Governing Law; Arbitration. The internal law, (a) This Asset Purchase Agreement shall be governed by and not construed and enforced in accordance with the law of conflicts, laws of the State of Texas will govern all questions concerning without giving effect to the validitylaws and principles thereof, construction and effect or of this Agreement. any other jurisdiction, which would direct the application of the laws of another jurisdiction. (b) Any controversyclaim, dispute or claim arising under other controversy having a monetary value of $100,000 or in connection with less (a “Controversy”) relating to this Agreement (including, without limitation, the existence, validity, interpretation or breach hereof and any claim based on contract, tort or statute) shall be settled and resolved by a binding arbitration, to be held arbitration in Dallas, Texas pursuant to before a single arbitrator under the U.S. Federal Arbitration Act and in accordance with the then-prevailing National Rules of Resolution of Employment Disputes rules of the American Arbitration Association (the “AAA”)) in effect at the time a demand for arbitration is made. If there is any conflict between the AAA rules and this arbitration clause, this arbitration clause will govern and determine the rights of the parties. The AAA parties to this Agreement (the “Parties”) shall select be entitled to full discovery regarding the Controversy as permitted by applicable codes of civil procedure. The arbitrator’s decision on the Controversy shall be a sole arbitrator. Each party shall bear its own expenses incurred in connection with arbitration final and the fees and expenses binding determination of the arbitrator Controversy and shall be shared equally by fully enforceable as an arbitration award in any court having jurisdiction and venue over the parties involved in the dispute and advanced by them from time to time as required. It is the mutual intention and desire of the parties that the arbitrator be chosen as expeditiously as possible following the submission of the dispute to arbitration. Once such arbitrator is chosen, and except as may otherwise be agreed in writing by the parties involved in such dispute or as ordered by the arbitrator upon substantial justification shown, the hearing for the dispute will be held within sixty (60) days of submission of the dispute to arbitrationParties. The arbitrator shall render his or her final also award within sixty (60) days, subject to extension by the arbitrator upon substantial justification shown of extraordinary circumstances, following conclusion of prevailing Party any reasonable attorneys’ fees and reasonable expenses the hearing and any required post-hearing briefing or other proceedings ordered by the arbitrator. Any discovery prevailing Party incurs in connection with arbitration hereunder the arbitration, and the non-prevailing Party shall be limited to information directly relevant to pay the controversy or claim in arbitrationarbitrator’s fees and expenses. The arbitrator will state shall determine who is the factual and legal basis prevailing Party. Each Party also agrees to accept service of process for the award. all arbitration proceedings in accordance with AAA’s rules. (c) The decision of the arbitrator in any such proceeding will be final and binding and not subject obligation to judicial review and final judgment may be entered upon such an award in any court of competent jurisdiction, but entry of such judgment will arbitrate shall not be required binding upon either party with respect to make such award effective. Any action against any party hereto ancillary to arbitrationControversy exceeding $100,000, including any action requests for provisional temporary restraining orders, preliminary injunctions or conservatory measures or action to enforce an arbitration award or any judgment entered by any court other procedures in respect thereof may be brought in any federal or state a court of competent jurisdiction located within to obtain interim relief when deemed necessary by such court to preserve the State status quo or prevent irreparable injury pending resolution by arbitration of Texasthe actual dispute between the Parties. (d) The provisions of this Section shall be construed as independent of any other covenant or provision of this Agreement; provided that, and the parties hereto hereby irrevocably submit if a court of competent jurisdiction determines that any such provisions are unlawful in any way, such court shall modify or interpret such provisions to the nonminimum extent necessary to have them comply with the law. (e) This arbitration provision shall be deemed to be self-exclusive jurisdiction executing and shall remain in full force and effect after expiration or termination of this Agreement. In the event either party fails to appear at any federal or state court located within the State of Texas over any such action. The parties hereby irrevocably waiveproperly noticed arbitration proceeding, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such action brought in such court or any defense of inconvenient forum for the maintenance of such action. Each of the parties hereto agrees that a judgment in any such action an award may be enforced in other jurisdictions entered against such party by suit on the judgment default or in any other manner provided by lawotherwise notwithstanding said failure to appear.

Governing Law; Arbitration. The internal law, and not the law of conflicts, of the State of Texas will govern all questions concerning the validity, construction and effect of this Agreement. Any controversy, dispute or claim arising under or in connection with this Agreement (including, without limitation, the existence, validity, interpretation or breach hereof and any claim based on contract, tort or statute) shall be resolved by a binding arbitration, to be held in Dallas, Texas pursuant to the U.S. Federal Arbitration Act and in accordance with the then-prevailing National Rules of Resolution of Employment Disputes of the American Arbitration Association (the “AAA”). The AAA shall select a sole arbitrator. Each party shall bear its own expenses incurred in connection with arbitration and the fees and expenses of the arbitrator shall be shared equally by the parties involved in the dispute and advanced by them from time to time as required. It is the mutual intention and desire of the parties that the arbitrator be chosen as expeditiously as possible following the submission of the dispute to arbitration. Once such arbitrator is chosen, and except as may otherwise be agreed in writing by the parties involved in such dispute or as ordered by the arbitrator upon substantial justification shown, the hearing for the dispute will be held within sixty (60) days of submission of the dispute to arbitration. The arbitrator shall render his or her final award within sixty (60) days, subject to extension by the arbitrator upon substantial justification shown of extraordinary circumstances, following conclusion of the hearing and any required post-hearing briefing or other proceedings ordered by the arbitrator. Any discovery in connection with arbitration hereunder shall be limited to information directly relevant to the controversy or claim in arbitration. The arbitrator will state the factual and legal basis for the award. The decision of the arbitrator in any such proceeding will be final and binding and not subject to judicial review and final judgment may be entered upon such an award in any court of competent jurisdiction, but entry of such judgment will not be required to make such award effective. Any action against any party hereto ancillary to arbitration, including any action for provisional or conservatory measures or action to enforce an arbitration award or any judgment entered by any court in respect of any thereof may be brought in any federal or state court of competent jurisdiction located within the State of Texas, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Texas over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such action brought in such court or any defense of inconvenient forum for the maintenance of such action. Each of the parties hereto agrees that a judgment in any such action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.. 203407035 v3

Governing Law; Arbitration. The internal law, and not substantive laws (as distinguished from the choice of law of conflicts, rules) of the State of Texas will California shall govern all questions concerning the validity, construction validity and effect interpretation of this AgreementAgreement and the performance by the parties of their respective duties and obligations hereunder. Any controversyand all disputes or controversies of any nature between the parties arising at any time shall be submitted to JAMS (“JAMS”) for final and binding arbitration, under its Comprehensive Arbitration Rules and Procedures if the matter in dispute is over $250,000 or claim arising under its Streamlined Arbitration Rules and Procedures if the matter in dispute is $250,000 or less, before a single neutral arbitrator ("Arbitrator") in connection Los Angeles County, California, in accordance with California Code of Civil Procedure §§ 1280 et seq. The arbitrator shall be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by the JAMS. The arbitration shall be a confidential proceeding, closed to the general public. The arbitrator shall issue a written opinion stating the essential findings and conclusions upon which the arbitrator’s award is based. The arbitrator shall assess the cost of the arbitration against the losing party. In addition, the prevailing party in any arbitration or legal proceeding relating to this Agreement shall be entitled to all reasonable expenses (including, without limitation, reasonable attorney’s fees). Notwithstanding the existenceforegoing, validity, interpretation or breach hereof and any claim based on contract, tort or statute) the arbitrator may require that such fees be borne in such other manner as the arbitrator determines is required in order for this arbitration clause to be enforceable under applicable law. Neither party shall be resolved by entitled or permitted to commence or maintain any action in a binding arbitrationcourt 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 arbitrator’s award; provided, to be held in Dallashowever, Texas pursuant that prior to the U.S. Federal Arbitration Act and in accordance with the then-prevailing National Rules of Resolution of Employment Disputes of the American Arbitration Association (the “AAA”). The AAA shall select a sole arbitrator. Each party shall bear its own expenses incurred in connection with arbitration and the fees and expenses appointment of the arbitrator shall be shared equally by or for remedies beyond the parties involved jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief in the dispute and advanced by them from time to time as required. It is the mutual intention and desire of the parties that the arbitrator be chosen as expeditiously as possible following the submission of the dispute to arbitration. Once such arbitrator is chosen, and except as may otherwise be agreed in writing by the parties involved in such dispute or as ordered by the arbitrator upon substantial justification shown, the hearing for the dispute will be held within sixty (60) days of submission of the dispute to arbitration. The arbitrator shall render his or her final award within sixty (60) days, subject to extension by the arbitrator upon substantial justification shown of extraordinary circumstances, following conclusion of the hearing and any required post-hearing briefing or other proceedings ordered by the arbitrator. Any discovery in connection with arbitration hereunder shall be limited to information directly relevant to the controversy or claim in arbitration. The arbitrator will state the factual and legal basis for the award. The decision of the arbitrator in any such proceeding will be final and binding and not subject to judicial review and final judgment may be entered upon such an award in any court of competent jurisdiction, but entry of such judgment will not be required to make such award effective. Any action against any party hereto ancillary to arbitration, including any action for provisional or conservatory measures or action to enforce an arbitration award or any judgment entered by any court in respect thereof may be brought in any federal or state a court of competent jurisdiction located within in Los Angeles County, California or, if sought by Company, such other court that may have jurisdiction over Contractor, without thereby waiving its right to arbitration of the State of Texasdispute or controversy under this section. Notwithstanding anything to the contrary herein, and the parties hereto Contractor hereby irrevocably submit 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 non-exclusive jurisdiction production, distribution, exhibition or other exploitation of any federal motion picture, production or state court located within project related to Company, its parents, subsidiaries and affiliates, or the State of Texas over any such action. The parties hereby irrevocably waiveuse, to the fullest extent permitted by applicable law, any objection which they may now publication or hereafter have to the laying of venue dissemination of any advertising in connection with such action brought in such court motion picture, production or any defense of inconvenient forum for the maintenance of such action. Each of the parties hereto agrees that a judgment in any such action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawproject.

Governing Law; Arbitration. The internal law, and not substantive laws (as distinguished from the choice of law of conflicts, rules) of the State of Texas will California shall govern all questions concerning the validity, construction validity and effect interpretation of this Agreement. Any controversy, dispute or claim arising under or in connection with this Agreement (including, without limitation, the existence, validity, interpretation or breach hereof and any claim based on contract, tort or statute) shall be resolved by a binding arbitration, to be held in Dallas, Texas pursuant to the U.S. Federal Arbitration Act and in accordance with the then-prevailing National Rules of Resolution of Employment Disputes of the American Arbitration Association (the “AAA”). The AAA shall select a sole arbitrator. Each party shall bear its own expenses incurred in connection with arbitration and the fees and expenses of the arbitrator shall be shared equally performance by the parties involved in the dispute of their respective duties and advanced by them from time to time as required. It is the mutual intention and desire of the parties that the arbitrator be chosen as expeditiously as possible following the submission of the dispute to arbitration. Once such arbitrator is chosen, and except as may otherwise be agreed in writing by the parties involved in such dispute or as ordered by the arbitrator upon substantial justification shown, the hearing for the dispute will be held within sixty (60) days of submission of the dispute to arbitration. The arbitrator shall render his or her final award within sixty (60) days, subject to extension by the arbitrator upon substantial justification shown of extraordinary circumstances, following conclusion of the hearing and any required post-hearing briefing or other proceedings ordered by the arbitrator. Any discovery in connection with arbitration hereunder shall be limited to information directly relevant to the controversy or claim in arbitration. The arbitrator will state the factual and legal basis for the award. The decision of the arbitrator in any such proceeding will be final and binding and not subject to judicial review and final judgment may be entered upon such an award in any court of competent jurisdiction, but entry of such judgment will not be required to make such award effective. Any action against any party hereto ancillary to arbitration, including any action for provisional or conservatory measures or action to enforce an arbitration award or any judgment entered by any court in respect thereof may be brought in any federal or state court of competent jurisdiction located within the State of Texas, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Texas over any such actionobligations hereunder. The parties hereby irrevocably waive, expressly waive and disclaim the applicability of the Uniform Computer Information Transactions Act (UCITA) and the United Nations Convention on the International Sale of Goods to the fullest extent permitted by applicable law. All actions or proceedings arising in connection with, any objection which they may now touching upon or hereafter have relating to this Agreement, the laying breach thereof and/or the scope of venue the provisions of any such action brought this Section 11.6 shall be submitted to JAMS (“JAMS”) for final and binding arbitration to be held in such court or any defense Los Angeles County, California, before a single arbitrator who shall be a retired judge, in accordance with California Code of inconvenient forum for the maintenance of such actionCivil Procedure §§ 1280 et seq. Each The arbitrator shall be selected by mutual agreement of the parties hereto agrees or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS. All arbitration proceedings shall be closed to the public and confidential, and all records pertaining thereto shall be permanently sealed, except as necessary to obtain court confirmation of the award. The arbitrator shall issue a written opinion stating the essential findings and conclusions upon which the arbitrator’s award is based. The arbitrator shall have the power to enter temporary restraining orders and preliminary and permanent injunctions. Neither party shall be entitled or permitted to 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 arbitrator’s award; provided, however, that prior to the appointment of the arbitrator or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief in a judgment court of competent jurisdiction in Los Angeles County, California or, if sought by Company, such other court that may have jurisdiction over Licensor, without thereby waiving its right to arbitration of the dispute or controversy under this section. Notwithstanding anything to the contrary herein, Licensor 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 Company or its Affiliates, or the use, publication or dissemination of any advertising in connection with such action may be enforced in other jurisdictions by suit on the judgment motion picture, production or in any other manner provided by lawproject.

Governing Law; Arbitration. The internal law, and not the law of conflicts, of the State of Texas will govern all questions concerning the validity, construction and effect of this Agreement. Any controversy, dispute or claim arising under or in connection with this Agreement (including, without limitation, the existence, validity, interpretation or breach hereof and any claim based on contract, tort or statute) shall be resolved by a binding arbitration, to be held in Dallas, Texas pursuant to the U.S. Federal Arbitration Act and in accordance with the then-prevailing National Rules of Resolution of Employment Disputes of the American Arbitration Association (the “AAA”). The AAA shall select a sole arbitrator. Each party shall bear its own expenses incurred in connection with arbitration and the fees and expenses of the arbitrator shall be shared equally by the parties involved in the dispute and advanced by them from time to time as required. It is the mutual intention and desire of the parties that the arbitrator be chosen as expeditiously as possible following the submission of the dispute to arbitration. Once such arbitrator is chosen, and except as may otherwise be agreed in writing by the parties involved in such dispute or as ordered by the arbitrator upon substantial justification shown, the hearing for the dispute will be held within sixty (60) days of submission of the dispute to arbitration. The arbitrator shall render his or her final award within sixty (60) days, subject to extension by the arbitrator upon substantial justification shown of extraordinary circumstances, following conclusion of the hearing and any required post-hearing briefing or other proceedings ordered by the arbitrator. Any discovery in connection with arbitration hereunder shall be limited to information directly relevant to the controversy or claim in arbitration. The arbitrator will state the factual and legal basis for the award. The decision of the arbitrator in any such proceeding will be final and binding and not subject to judicial review and final judgment may be entered upon such an award in any court of competent jurisdiction, but entry of such judgment will not be required to make such award effective. Any action against any party hereto ancillary to arbitration, including any action for provisional or conservatory measures or action to enforce an arbitration award or any judgment entered by any court in respect of any thereof may be brought in any federal or state court of competent jurisdiction located location within the State of Texas, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Texas over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such action brought in such court or any defense of inconvenient forum for the maintenance of such action. Each of the parties hereto agrees that a judgment in any such action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Governing Law; Arbitration. The internal law, and not substantive laws (as distinguished from the choice of law of conflicts, rules) of the State of Texas will California shall govern all questions concerning the validity, construction validity and effect interpretation of this AgreementAgreement and the performance by the parties of their respective duties and obligations hereunder. Any controversy, dispute All actions or claim proceedings arising under or in connection with, touching upon or relating to this Agreement, the breach thereof and/or the scope of the provisions of this Section 10 shall be submitted to JAMS (“JAMS”) for final and binding arbitration under its Comprehensive Arbitration Rules and Procedures 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, to be held in Los Angeles County, California, before a single arbitrator who shall be a retired judge, in accordance with California Code of Civil Procedure §§ 1280 et seq. The arbitrator shall be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS. The arbitration shall be a confidential proceeding, closed to the general public. The arbitrator shall assess the cost of the arbitration against the losing party. In addition, the prevailing party in any arbitration or legal proceeding relating to this Agreement shall be entitled to all reasonable expenses (including, without limitation, reasonable attorney’s fees). Notwithstanding the existenceforegoing, validity, interpretation or breach hereof and any claim based on contract, tort or statute) shall the arbitrator may require that such fees be resolved by a binding arbitration, borne in such other manner as the arbitrator determines is required in order for this arbitration clause to be held in Dallas, Texas pursuant to the U.S. Federal Arbitration Act and in accordance with the then-prevailing National Rules of Resolution of Employment Disputes of the American Arbitration Association (the “AAA”). The AAA shall select a sole arbitrator. Each party shall bear its own expenses incurred in connection with arbitration and the fees and expenses of the arbitrator shall be shared equally by the parties involved in the dispute and advanced by them from time to time as required. It is the mutual intention and desire of the parties that the arbitrator be chosen as expeditiously as possible following the submission of the dispute to arbitration. Once such arbitrator is chosen, and except as may otherwise be agreed in writing by the parties involved in such dispute or as ordered by the arbitrator upon substantial justification shown, the hearing for the dispute will be held within sixty (60) days of submission of the dispute to arbitrationenforceable under applicable law. The arbitrator shall render his or her final award within sixty (60) days, subject to extension by issue a written opinion stating the arbitrator essential findings and conclusions upon substantial justification shown of extraordinary circumstances, following conclusion of the hearing and any required post-hearing briefing or other proceedings ordered by which the arbitrator. Any discovery in connection with arbitration hereunder shall be limited to information directly relevant to the controversy or claim in arbitration’s award is based. The arbitrator will state shall have the factual power to enter temporary restraining orders and legal basis preliminary and permanent injunctions. Neither party shall be entitled or permitted to 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 arbitrator’s award. The decision ; provided, however, that prior to the appointment of the arbitrator or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief in any such proceeding will be final and binding and not subject to judicial review and final judgment may be entered upon such an award in any court of competent jurisdiction, but entry of such judgment will not be required to make such award effective. Any action against any party hereto ancillary to arbitration, including any action for provisional or conservatory measures or action to enforce an arbitration award or any judgment entered by any court in respect thereof may be brought in any federal or state a court of competent jurisdiction located within in Los Angeles County, California or, if sought by SPE, such other court that may have jurisdiction over Supplier, without thereby waiving its right to arbitration of the State of Texasdispute or controversy under this section. Notwithstanding anything to the contrary herein, and the parties hereto Supplier hereby irrevocably submit 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 non-exclusive jurisdiction production, distribution, exhibition or other exploitation of any federal motion picture, production or state court located within project related to SPE, its parents, subsidiaries and affiliates, or the State of Texas over any such action. The parties hereby irrevocably waiveuse, to the fullest extent permitted by applicable law, any objection which they may now publication or hereafter have to the laying of venue dissemination of any advertising in connection with such action brought in such court motion picture, production or any defense of inconvenient forum for the maintenance of such action. Each of the parties hereto agrees that a judgment in any such action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawproject.

Governing Law; Arbitration. The This Agreement shall be governed by and construed in accordance with the internal law, and not the law of conflicts, laws of the State of Texas will California, regardless of the laws that might otherwise govern all questions concerning under applicable principles of conflicts of laws thereof. Any claim or dispute arising out of or related to this Agreement, or the validityinterpretation, construction making, performance, breach or termination thereof, shall be finally settled by binding arbitration in the City of London, England under the AAA International Commercial Arbitration Rules and effect Supplemental Procedures for Large Complex Disputes by a single arbitrator mutually agreeable to Peregrine and the Partners. In the event that within forty-five (45) days after the submission of any dispute to arbitration, Peregrine and the Partners cannot mutually agree on a single arbitrator, Peregrine and the Partners shall each select one arbitrator and the AAA shall select a third arbitrator, who shall be fluent in both English and French and have at least ten years experience in transactions of the type contemplated by this Agreement (including with respect to intellectual property matters). The arbitrators shall set a limited time period and establish procedures designed to reduce the cost and time for discovery while allowing the parties an opportunity, adequate in the sole judgment of the arbitrators, to discover relevant information from the opposing parties about the subject matter of the dispute. The arbitrators 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 court of competent law or equity, should the arbitrators determine that discovery was sought without substantial justification or that discovery was refused or objected to without substantial justification. The arbitrator(s) shall have the authority to grant any equitable and legal remedies that would be available in any judicial proceeding instituted under California substantive law to resolve a dispute. The decision of a majority of the three arbitrators as to the validity and amount of any claim shall be binding and conclusive upon the parties to this Agreement. Any controversySuch decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, dispute judgment, decree or order awarded by the arbitrators. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The parties hereto agree to the exclusion of the provisions of the Arbitration Xxx 0000 (U.K). For purposes of this Section 12.8, in any arbitration hereunder in which any claim arising under or amount is at issue, Peregrine shall be deemed to be the Non-Prevailing Party in connection with this Agreement the event that the arbitrators award Peregrine less than the sum of one-half (1/2) of the disputed amount plus any amounts not in dispute; otherwise, the Partners shall be deemed to be the Non-Prevailing Party. The Non-Prevailing Party to an arbitration shall pay its own expenses, the fees of each arbitrator, the administrative costs of the arbitration, and the expenses, including without limitation, reasonable attorneys' fees and costs, AAA administrative fees, arbitrator fees, expert fees, travel expenses, and out-of-pocket costs (including, without limitation, such expenses as copying, telephone, facsimile, postage, and courier fees) incurred by the existence, validity, interpretation or breach hereof and any claim based on contract, tort or statute) shall be resolved by a binding arbitration, to be held in Dallas, Texas pursuant other party to the U.S. Federal Arbitration Act and in accordance with the then-prevailing National Rules of Resolution of Employment Disputes of the American Arbitration Association (the “AAA”). The AAA shall select a sole arbitrator. Each party shall bear its own expenses incurred in connection with arbitration and the fees and expenses of the arbitrator shall be shared equally by the parties involved in the dispute and advanced by them from time to time as required. It is the mutual intention and desire of the parties that the arbitrator be chosen as expeditiously as possible following the submission of the dispute to arbitration. Once such arbitrator is chosen, and except as may otherwise be agreed in writing by the parties involved in such dispute or as ordered by the arbitrator upon substantial justification shown, the hearing for the dispute will be held within sixty (60) days of submission of the dispute to arbitration. The arbitrator shall render his or her final award within sixty (60) days, subject to extension by the arbitrator upon substantial justification shown of extraordinary circumstances, following conclusion of the hearing and any required post-hearing briefing or other proceedings ordered by the arbitrator. Any discovery in connection with arbitration hereunder shall be limited to information directly relevant parties to the controversy or claim in arbitration. The arbitrator will state the factual and legal basis for the award. The decision of the arbitrator in any such proceeding will be final and binding and not subject arbitration may apply to judicial review and final judgment may be entered upon such an award in any court of competent jurisdictionjurisdiction for a temporary restraining order, but entry preliminary injunction or other interim or conservatory relief, as necessary, without breach of such judgment this arbitration provision and without any abridgement of the powers of the arbitrator(s). The parties agree that, any provision of applicable law notwithstanding, they will not be required to make such award effective. Any action against any party hereto ancillary to arbitration, including any action for provisional or conservatory measures or action to enforce an arbitration award or any judgment entered by any court in respect thereof may be brought in any federal or state court of competent jurisdiction located within the State of Texasrequest, and the parties hereto hereby irrevocably submit arbitrator(s) shall have no authority to the non-exclusive jurisdiction award any punitive or consequential damages, including, but not limited to, loss of income, cost of capital, or loss of business reputation or opportunity, against any federal or state court located within the State of Texas over any such actionparty. The parties hereby irrevocably waive, to arbitration proceedings and all pleadings and written evidence shall be in the fullest extent permitted English language. Any written evidence originally in a language other than English shall be submitted in English translation accompanied by applicable law, any objection which they may now the original or hereafter have to the laying of venue of any such action brought in such court or any defense of inconvenient forum for the maintenance of such action. Each of the parties hereto agrees that a judgment in any such action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawtrue copy thereof.

Governing Law; Arbitration. The internal lawThis Agreement must be construed, interpreted, and not governed in accordance with the law of conflicts, laws of the State of Texas will govern all questions concerning the validity, construction and effect Georgia without reference to rules relating to conflict of this Agreementlaw. Any controversy, dispute In case of any controversy or claim arising under out of or in connection with related to this Agreement or relating to your employment (includingincluding claims relating to employment discrimination), without limitationexcept as expressly excluded herein, each Party agrees to give the existenceother Party notice of an intent to seek arbitration under this Agreement and 10 days to reach a resolution. Should resolution of any controversy or claim not be reached following provision of notice, validity, interpretation or breach hereof and any claim based on contract, tort or statute) then the dispute shall be resolved settled by a binding arbitration, to under the American Arbitration Association's National Rules for the Resolution of Employment Disputes (the "National Rules"). A single arbitrator shall be held in Dallas, Texas pursuant to the U.S. Federal Arbitration Act and selected in accordance with the then-prevailing National Rules of Resolution of Employment Disputes of the American Arbitration Association (the “AAA”). The AAA shall select a sole arbitrator. Each party shall bear its own expenses incurred in connection with arbitration Rules, and the fees and expenses costs of the arbitrator such arbitration shall be shared equally by between the parties involved in the dispute and advanced by them from time to time as requiredparties. It is the mutual intention and desire of the parties that the arbitrator be chosen as expeditiously as possible following the submission of the dispute to arbitration. Once such arbitrator is chosen, and except as may otherwise be agreed in writing by the parties involved in such dispute or as ordered by the arbitrator upon substantial justification shown, the hearing for the The dispute will be held within sixty (60) days of submission arbitrated in the Atlanta, Georgia. metro area, absent mutual agreement of the dispute Parties to arbitrationanother venue. Any claim or controversy not submitted to arbitration in accordance with this Section 11(n) will be waived, and thereafter no arbitrator, arbitration panel, tribunal, or court will have the power to rule or make any award on any such claim or controversy. In determining a claim or controversy under this Agreement and in making an award, the arbitrator must consider the terms and provisions of this Agreement, as well as all applicable federal, state, or local laws. The arbitrator shall render his or her final award within sixty (60) days, subject to extension by the arbitrator upon substantial justification shown of extraordinary circumstances, following conclusion of the hearing and any required post-hearing briefing or other proceedings ordered by the arbitrator. Any discovery in connection with arbitration hereunder shall be limited to information directly relevant to the controversy or claim in arbitration. The arbitrator will state the factual and legal basis for the award. The decision of the arbitrator rendered in any such arbitration proceeding will held under this Section 11(n) shall be final and binding and not subject to judicial review and final judgment upon the award may be entered upon such an award in any court having jurisdiction thereof. Claims for workers' compensation or unemployment compensation benefits are not covered by this Section 11(n). Also not covered by this Section 11(n) are claims by the Company or by you for temporary restraining orders, preliminary injunctions or permanent injunctions (“equitable relief”) in cases in which such equitable relief would be otherwise authorized by law or pursuant to Section 10. The Company will be responsible for paying any filing fee of competent jurisdictionthe sponsoring organization and the fees and costs of the arbitrator; provided, but entry of such judgment however, that if you initiate the claim, you will not be required contribute an amount equal to make such award effective. Any action against any party hereto ancillary the filing fee you would have incurred to arbitration, including any action for provisional or conservatory measures or action to enforce an arbitration award or any judgment entered by any court initiate a claim in respect thereof may be brought in any federal or state the court of competent general jurisdiction located within in the State of TexasGeorgia. Each party shall pay for its own costs and attorneys’ fees, if any. Without limiting the provisions of this Section 11(n), the Company and you agree that the decision as to whether a party is the prevailing party in an arbitration, or a legal proceeding that is commenced in connection therewith will be made in the sole discretion of the arbitrator or, if applicable, the court and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal arbitrator or state court located within the State of Texas over any such action. The parties hereby irrevocably waivemay award reasonable attorneys' fees, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such action brought in such court or any defense of inconvenient forum for the maintenance of such action. Each of the parties hereto agrees that a judgment in any such action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawcosts and expenses.

Governing Law; Arbitration. It is intended that Restricted Stock Units granted under this French Plan shall qualify for the specific tax and social security treatment applicable to Restricted Stock Units granted for no consideration under Sections L. 000-000-0 to L. 000-000-0 of the French Commercial Code, as amended, and in accordance with the relevant provisions set forth by French tax and social security laws, and the terms of this French Plan shall be interpreted accordingly. The internal law, and not the law of conflicts, of the State of Texas Minnesota will govern all questions concerning the validity, construction and effect of this Agreement. Any controversy, dispute or claim arising under or in connection with this Agreement (including, without limitation, the existence, validity, interpretation or breach hereof and any claim based on contract, tort or statute) shall be resolved by a binding arbitration, to be held in DallasMinneapolis, Texas Minnesota pursuant to the U.S. Federal Arbitration Act and in accordance with the then-prevailing National Rules of Resolution of Employment Disputes of the American Arbitration Association (the “AAA”). The AAA shall select a sole arbitrator. Each party shall bear its own expenses incurred in connection with arbitration and the fees and expenses of the arbitrator shall be shared equally by the parties involved in the dispute and advanced by them from time to time as required. It is the mutual intention and desire of the parties that the arbitrator be chosen as expeditiously as possible following the submission of the dispute to arbitration. Once such arbitrator is chosen, and except as may otherwise be agreed in writing by the parties involved in such dispute or as ordered by the arbitrator upon substantial justification shown, the hearing for the dispute will be held within sixty (60) days of submission of the dispute to arbitration. The arbitrator shall render his or her final award within sixty (60) days, subject to extension by the arbitrator upon substantial justification shown of extraordinary circumstances, following conclusion of the hearing and any required post-hearing briefing or other proceedings ordered by the arbitrator. Any discovery in connection with arbitration hereunder shall be limited to information directly relevant to the controversy or claim in arbitration. The arbitrator will state the factual and legal basis for the award. The decision of the arbitrator in any such proceeding will be final and binding and not subject to judicial review and final judgment may be entered upon such an award in any court of competent jurisdiction, but entry of such judgment will not be required to make such award effective. Any action against any party hereto ancillary to arbitration, including any action for provisional or conservatory measures or action to enforce an arbitration award or any judgment entered by any court in respect of any thereof may be brought in any federal or state court of competent jurisdiction located location within the State of TexasMinnesota, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Texas Minnesota over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such action brought in such court or any defense of inconvenient forum for the maintenance of such action. Each of the parties hereto agrees that a judgment in any such action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Governing Law; Arbitration. The internal law, and not the law of conflicts, of the State of Texas will govern all questions concerning the validity, construction and effect of this Agreement. Any controversy, dispute or claim arising under or in connection with this Agreement (including, without limitation, the existence, validity, interpretation or breach hereof and any claim based on contract, tort or statute) shall be resolved by a binding arbitration, to be 6574158-v7\GESDMS 11 held in Dallas, Texas pursuant to the U.S. Federal Arbitration Act and in accordance with the then-prevailing National Rules of Resolution of Employment Disputes of the American Arbitration Association (the “AAA”). The AAA shall select a sole arbitrator. Each party shall bear its own expenses incurred in connection with arbitration and the fees and expenses of the arbitrator shall be shared equally by the parties involved in the dispute and advanced by them from time to time as required. It is the mutual intention and desire of the parties that the arbitrator be chosen as expeditiously as possible following the submission of the dispute to arbitration. Once such arbitrator is chosen, and except as may otherwise be agreed in writing by the parties involved in such dispute or as ordered by the arbitrator upon substantial justification shown, the hearing for the dispute will be held within sixty (60) days of submission of the dispute to arbitration. The arbitrator shall render his or her final award within sixty (60) days, subject to extension by the arbitrator upon substantial justification shown of extraordinary circumstances, following conclusion of the hearing and any required post-hearing briefing or other proceedings ordered by the arbitrator. Any discovery in connection with arbitration hereunder shall be limited to information directly relevant to the controversy or claim in arbitration. The arbitrator will state the factual and legal basis for the award. The decision of the arbitrator in any such proceeding will be final and binding and not subject to judicial review and final judgment may be entered upon such an award in any court of competent jurisdiction, but entry of such judgment will not be required to make such award effective. Any action against any party hereto ancillary to arbitration, including any action for provisional or conservatory measures or action to enforce an arbitration award or any judgment entered by any court in respect of any thereof may be brought in any federal or state court of competent jurisdiction located location within the State of Texas, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Texas over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such action brought in such court or any defense of inconvenient forum for the maintenance of such action. Each of the parties hereto agrees that a judgment in any such action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Governing Law; Arbitration. The internal law, and not the law of conflicts, of the State of Texas Minnesota will govern all questions concerning the validity, construction and effect of this Agreement. Any controversy, dispute or claim arising under or in connection with this Agreement (including, without limitation, the existence, validity, interpretation or breach hereof and any claim based on contract, tort or statute) shall be resolved by a binding arbitration, to be held in DallasMinneapolis, Texas Minnesota pursuant to the U.S. Federal Arbitration Act and in accordance with the then-prevailing National Rules of Resolution of Employment Disputes of the American Arbitration Association (the “AAA”). The AAA shall select a sole arbitrator. Each party shall bear its own expenses incurred in connection with arbitration and the fees and expenses of the arbitrator shall be shared equally by the parties involved in the dispute and advanced by them from time to time as required. It is the mutual intention and desire of the parties that the arbitrator be chosen as expeditiously as possible following the submission of the dispute to arbitration. Once such arbitrator is chosen, and except as may otherwise be agreed in writing by the parties involved in such dispute or as ordered by the arbitrator upon substantial justification shown, the hearing for the dispute will be held within sixty (60) days of submission of the dispute to arbitration. The arbitrator shall render his or her final award within sixty (60) days, subject to extension by the arbitrator upon substantial justification shown of extraordinary circumstances, following conclusion of the hearing and any required post-hearing briefing or other proceedings ordered by the arbitrator. Any discovery in connection with arbitration hereunder shall be limited to information directly relevant to the controversy or claim in arbitration. The arbitrator will state the factual and legal basis for the award. The decision of the arbitrator in any such proceeding will be final and binding and not subject to judicial review and final judgment may be entered upon such an award in any court of competent jurisdiction, but entry of such judgment will not be required to make such award effective. Any action against any party hereto ancillary to arbitration, including any action for provisional or conservatory measures or action to enforce an arbitration award or any judgment entered by any court in respect of any thereof may be brought in any federal or state court of competent jurisdiction located location within the State of TexasMinnesota, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Texas Minnesota over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such action brought in such court or any defense of inconvenient forum for the maintenance of such action. Each of the parties hereto agrees that a judgment in any such action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Governing Law; Arbitration. The internal law, and not the law of conflicts, of the State of Texas will govern all questions concerning the validity, construction and effect of this Agreement. Any controversy, dispute or claim arising under or in connection with this Agreement (including, without limitation, the existence, validity, interpretation or breach hereof and any claim based on contract, tort or statute) shall be resolved by a binding arbitration, to be held in Dallas, Texas pursuant to the U.S. Federal Arbitration Act and in accordance with the then-prevailing National Rules of Resolution of Employment Disputes of the American Arbitration Association (the “AAA”). The AAA shall select a sole arbitrator. Each party shall bear its own expenses incurred in connection with arbitration and the fees and expenses of the arbitrator shall be shared equally by the parties involved in the dispute and advanced by them from time to time as required. It is the mutual intention and desire of the parties that the arbitrator be chosen as expeditiously as possible following the submission of the dispute to arbitration. Once such arbitrator is chosen, and except as may otherwise be agreed in writing by the parties involved in such dispute or as ordered by the arbitrator upon substantial justification shown, the hearing for the dispute will be held within sixty (60) 60 days of submission of the dispute to arbitration. The arbitrator shall render his or her final award within sixty (60) 60 days, subject to extension by the arbitrator upon substantial justification shown of extraordinary circumstances, following conclusion of the hearing and any required post-hearing briefing or other proceedings ordered by the arbitrator. Any discovery in connection with arbitration hereunder shall be limited to information directly relevant to the controversy or claim in arbitration. The arbitrator will state the factual and legal basis for the awardEqualization Payment. The decision of the arbitrator in any such proceeding will be final and binding and not subject to judicial review and final judgment may be entered upon such an award in any court of competent jurisdiction, but entry of such judgment will not be required to make such award effective. Any action against any party hereto ancillary to arbitration, including any action for provisional or conservatory measures or action to enforce an arbitration award or any judgment entered by any court in respect thereof may be brought in any federal or state court of competent jurisdiction located within the State of Texas, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Texas over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such action brought in such court or any defense of inconvenient forum for the maintenance of such action. Each of the parties hereto agrees that a judgment in any such action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Governing Law; Arbitration. The (a) This Agreement shall be construed in accordance with and governed by the internal law, and not the law laws (without reference to choice or conflict of conflicts, laws) of the State of Texas will govern all questions concerning Delaware. (b) Each of the validity, construction parties expressly agrees that to the extent permitted by law and effect to the extent that the enforceability of this Agreement is not thereby impaired, any and all disputes, controversies or claims between Patent and Stockholder arising from or relaxing to this Agreement. Any controversy, dispute or claim arising under or in connection with this Agreement (includingexcept for matters covered by Section 6 hereof, without limitation, the existence, validity, interpretation or breach hereof and any claim based on contract, tort or statute) shall be resolved determined exclusively by final and binding arbitration before a binding arbitration, to be held in Dallas, Texas pursuant to the U.S. Federal Arbitration Act and single arbitrator in accordance with the then-prevailing National Rules of Resolution of Employment Disputes then existing rules of the American Arbitration Association ("AAA"). (c) The arbitration shall be held in the “San Jose, California metropolitan area, and shall be administered by the AAA”). The AAA Under such proceeding, the parties shall select a sole mutually acceptable, neutral arbitrator from among the AAA panel of arbitrators. In the event the parties cannot agree on an arbitrator, the Administrator of AAA shall appoint an arbitrator. Each Neither party shall bear its own expenses incurred in connection with arbitration and the fees and expenses of nor the arbitrator shall be shared equally by disclose the parties involved in existence, content or results of any arbitration hereunder without the dispute and advanced by them from time to time as required. It is the mutual intention and desire prior written consent of the parties that the arbitrator be chosen as expeditiously as possible following the submission of the dispute to arbitration. Once such arbitrator is chosenall parties, and except as may otherwise be agreed compelled by court order. Except as provided herein, the Federal Arbitration Act shall govern the interpretation and enforcement of such arbitration and all proceedings. The arbitrator shill apply the substantive law (and the law of remedies, if applicable) of the State of Delaware, or Federal law, if Delaware law is preempted, and the arbitrator is without jurisdiction to apply any different substantive law. The parties agree that both parties will be allowed to engage in writing adequate discovery, the scope of which will be determined by the parties involved in such dispute or as ordered by arbitrator, consistent with the arbitrator upon substantial justification shown, the hearing for the dispute will be held within sixty (60) days of submission nature of the dispute claims in dispute. The arbitrator shall have the authority to arbitrationentertain a motion to dismiss and/or a motion for summary judgment by any party and shall apply the standards governing such motions under the Federal Rules of Civil Procedure. The arbitrator shall render his or her final an award within sixty (60) days, subject to extension by the arbitrator upon substantial justification shown that shall include a written statement of extraordinary circumstances, following conclusion of the hearing and any required post-hearing briefing or other proceedings ordered by opinion setting forth the arbitrator's findings of fact and conclusions of law. Any discovery in connection with arbitration hereunder shall be limited to information directly relevant to Judgment upon the controversy or claim in arbitration. The arbitrator will state the factual and legal basis for the award. The decision of the arbitrator in any such proceeding will be final and binding and not subject to judicial review and final judgment award may be entered upon such an award in any court having jurisdiction thereof. The parties intend this arbitration provision to be valid, enforceable, irrevocable and construed as broadly as possible. (d) Costs of competent jurisdictionarbitration, but entry of such judgment will not except attorneys' fees or expert fees that Stockholder may incur, shall be required to make such award effectiveborne and paid by Parent. Any action against If any party hereto ancillary prevails on a statutory claim that entitles the prevailing party to arbitrationreasonable attorneys' fees (with or without expert fees), including any action for provisional the arbitrator may award reasonable attorneys' fees (with or conservatory measures without expert fees) to the prevailing party in accord with such statute. (e) Notwithstanding the foregoing provisions of this Section 10, either Stockholder or action to enforce an arbitration award or any judgment entered by any court Parent may seek and obtain otherwise available injunctive relief in respect thereof may be brought in any federal or state a court of competent jurisdiction for any violation this Agreement that cannot be adequately remedied at law or in arbitration. Any such injunctive proceedings shall be without prejudice to any rights Parent or Stockholder may have under this Agreement to obtain relief in arbitration with respect to such matters. The parties hereto hereby consent to the jurisdiction of Sate and federal courts located within in the State of Texas, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction Delaware for purposes of any federal or state court located within the State of Texas over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such action brought in such court or any defense of inconvenient forum for the maintenance of such action. Each of the parties hereto agrees that a judgment in any such action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by lawthis clause (e).

Governing Law; Arbitration. It is intended that the Options granted under this French Sub-Plan shall qualify for the specific tax and social security treatment applicable to Options granted under Sections L. 225-177 to L. 000-000-0 of the French Commercial Code, as amended, and in accordance with the relevant provisions set forth by the French tax and social security laws, and the terms of this French Sub-Plan shall be interpreted accordingly. The internal law, and not the law of conflicts, of the State of Texas Minnesota will govern all questions concerning the validity, construction and effect of this Agreement. Any controversy, dispute or claim arising under or in connection with this Agreement (including, without limitation, the existence, validity, interpretation or breach hereof and any claim based on contract, tort or statute) shall be resolved by a binding arbitration, to be held in DallasMinneapolis, Texas Minnesota pursuant to the U.S. Federal Arbitration Act and in accordance with the then-prevailing National Rules of Resolution of Employment Disputes of the American Arbitration Association (the “AAA”). The AAA shall select a sole arbitrator. Each party shall bear its own expenses incurred in connection with arbitration and the fees and expenses of the arbitrator shall be shared equally by the parties involved in the dispute and advanced by them from time to time as required. It is the mutual intention and desire of the parties that the arbitrator be chosen as expeditiously as possible following the submission of the dispute to arbitration. Once such arbitrator is chosen, and except as may otherwise be agreed in writing by the parties involved in such dispute or as ordered by the arbitrator upon substantial justification shown, the hearing for the dispute will be held within sixty (60) days of submission of the dispute to arbitration. The arbitrator shall render his or her final award within sixty (60) days, subject to extension by the arbitrator upon substantial justification shown of extraordinary circumstances, following conclusion of the hearing and any required post-hearing briefing or other proceedings ordered by the arbitrator. Any discovery in connection with arbitration hereunder shall be limited to information directly relevant to the controversy or claim in arbitration. The arbitrator will state the factual and legal basis for the award. The decision of the arbitrator in any such proceeding will be final and binding and not subject to judicial review and final judgment may be entered upon such an award in any court of competent jurisdiction, but entry of such judgment will not be required to make such award effective. Any action against any party hereto ancillary to arbitration, including any action for provisional or conservatory measures or action to enforce an arbitration award or any judgment entered by any court in respect of any thereof may be brought in any federal or state court of competent jurisdiction located location within the State of TexasMinnesota, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of Texas Minnesota over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such action brought in such court or any defense of inconvenient forum for the maintenance of such action. Each of the parties hereto agrees that a judgment in any such action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.