Common use of Governing Law; Arbitration Clause in Contracts

Governing Law; Arbitration. (a) This Agreement is made under and shall be governed by and construed in accordance with the laws of Florida, without regard to its conflicts of law principles. (b) With respect to claims by the Company against Executive related to Executive’s threatened or actual breach of Section 6 of this Agreement, each Party hereby irrevocably agrees that all actions or proceedings concerning such disputes may be brought by the Company in (a) the United States District Court for the Northern District of Florida; or (b) in any court of the State of Florida sitting in Alachua County, provided that the United States District Court lacks subject matter jurisdiction over such action or proceeding. Executive consents to jurisdiction of and venue in the courts in the State of Florida set forth in this Section, and hereby waives to the maximum extent permitted by applicable law any objection which Executive may have based on improper venue or forum non conveniens. (c) Except to the extent provided for in subsection (b) above, the Company and Executive agree that any claim, dispute or controversy arising under or in connection with this Agreement, or otherwise in connection with Executive’s employment by the Company or termination of his employment (including, without limitation, any such claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of the Company’s employee benefit plans, policies or programs) shall be resolved solely and exclusively by binding, confidential, arbitration. The arbitration shall be held in Gainesville, Florida (or at such other location as shall be mutually agreed by the parties). The arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association (the “AAA”) in effect at the time of the arbitration, including the Expedited Procedures. All fees and expenses of the arbitration, including a transcript if either requests, shall be borne equally by the parties. Each party is responsible for the fees and expenses of its own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the party prevails on a claim for which attorney’s fees are recoverable under law). In rendering a decision, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being heard in court. This includes the availability of all remedies that the parties could obtain in court. In addition, all statutes of limitation and defenses that would be applicable in court, will apply to the arbitration proceeding. The decision of the arbitrator shall be set forth in writing, and be binding and conclusive on all parties. Any action to enforce or vacate the arbitrator’s award shall be governed by the Federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the Company or Executive improperly pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for herein, the responding party shall be entitled to dismissal or injunctive relief regarding such action and recovery of all costs, losses and attorney’s fees related to such action.

Governing Law; Arbitration. (a) This Agreement is made under and shall be governed by and construed in accordance with the domestic laws of Florida, the State of Nevada without regard giving effect to its conflicts any choice of law principlesor conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Nevada. (b) With respect Any controversy or claim arising out of or relating to claims by the Company against Executive related to Executive’s threatened or actual breach of Section 6 of this Agreement, each Party hereby irrevocably agrees that all actions or proceedings concerning such disputes may be brought by the Company in (a) the United States District Court for the Northern District of Florida; or (b) in any court of the State of Florida sitting in Alachua County, provided that the United States District Court lacks subject matter jurisdiction over such action or proceeding. Executive consents to jurisdiction of and venue in the courts in the State of Florida set forth in this Section, and hereby waives to the maximum extent permitted by applicable law any objection which Executive may have based on improper venue or forum non conveniens. (c) Except to the extent provided for in subsection (b) above, the Company and Executive agree that any claim, dispute or controversy arising under or in connection with this Agreement, or otherwise the breach thereof, shall be settled exclusively by binding arbitration in Xxxxxxx, Xxxxxxx, Xxxxxx pursuant to the rules of an arbitral forum mutually agreed upon by the parties hereto. In the event that an arbitral forum is not agreed upon after delivery of notice by the party initiating such arbitration and forty-five days after confirmed receipt of such notice by the other party, then any court having competent jurisdiction over the party shall have full power and authority to appoint an arbitrator in Xxxxxxx, Xxxxxxx, Xxxxxx, who shall be a solicitor with not less than ten years corporate transactional experience. 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. Any award rendered shall be final and conclusive upon the parties and adjudgment thereon may be entered in the highest court of the forum, state or federal, having jurisdiction. The fees and expenses of the Arbitrator and the respective fees and expenses of the parties hereto in connection with Executive’s employment by the Company or termination of his employment any such arbitration (including, without limitation, any such claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of the Company’s employee benefit plans, policies or programs) shall be resolved solely and exclusively by binding, confidential, arbitration. The arbitration shall be held in Gainesville, Florida (or at such other location as shall be mutually agreed by the parties). The arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association (the “AAA”) in effect at the time of the arbitration, including the Expedited Procedures. All reasonable fees and expenses of the arbitration, including a transcript if either requests, legal counsel and consultants) shall be borne equally paid by the parties. Each party is responsible for the fees and expenses of its own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the party prevails on against whom a claim for which attorney’s fees are recoverable under law). In rendering a decision, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being heard in court. This includes the availability of all remedies that the parties could obtain in court. In addition, all statutes of limitation and defenses that would be applicable in court, will apply to the arbitration proceeding. The decision of the arbitrator shall be set forth in writing, and be binding and conclusive on all parties. Any action to enforce or vacate the arbitrator’s award shall be governed by the Federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the Company or Executive improperly pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for herein, the responding party shall be entitled to dismissal or injunctive relief regarding such action and recovery of all costs, losses and attorney’s fees related to such actionArbitrator is rendered.

Governing Law; Arbitration. (ai) This Agreement is made under and THE INTERNAL SUBSTANTIVE LAWS (AS DISTINGUISHED FROM THE CHOICE OF LAW RULES) OF THE STATE OF CALIFORNIA AND THE UNITED STATES OF AMERICA APPLICABLE TO CONTRACTS MADE AND PERFORMED ENTIRELY IN CALIFORNIA SHALL GOVERN (i) THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, (ii) THE PERFORMANCE BY THE PARTIES OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER, AND (iii) ALL OTHER CAUSES OF ACTION (WHETHER SOUNDING IN CONTRACT OR IN TORT) ARISING OUT OF OR RELATING TO THIS AGREEMENT (OR CONTRACTOR'S ENGAGEMENT AND/OR SERVICES HEREUNDER) OR THE TERMINATION OF THIS AGREEMENT (OR OF CONTRACTOR'S ENGAGEMENT AND/OR SERVICES). (ii) All actions or proceedings arising in connection with, touching upon or relating to this Agreement, the breach thereof and/or the scope of the provisions of this Section 14.4 (a “Proceeding”) shall be governed by submitted to JAMS (“JAMS”) for binding arbitration under its Comprehensive Arbitration Rules and construed 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 (as applicable, the “Rules”) to be held solely in Los Angeles, California, U.S.A., in the English language in accordance with the laws of Florida, without regard to its conflicts of law principlesprovisions below. (ba) With respect to claims Each arbitration shall be conducted by an arbitral tribunal (the “Arbitral Board”) consisting of a single arbitrator who shall be mutually agreed upon by the Company parties. If the parties are unable to agree on an arbitrator, the arbitrator shall be appointed by JAMS. The arbitrator shall be a retired judge with at least ten (10) years experience in commercial matters. The Arbitral Board shall assess the cost, fees and expenses of the arbitration against Executive related to Executive’s threatened or actual breach of Section 6 of this Agreementthe losing party, each Party hereby irrevocably agrees that all actions or proceedings concerning such disputes may be brought by and the Company in (a) the United States District Court for the Northern District of Florida; or (b) prevailing party in any court of the State of Florida sitting in Alachua County, provided that the United States District Court lacks subject matter jurisdiction over such action arbitration or proceeding. Executive consents legal proceeding relating to jurisdiction of and venue in the courts in the State of Florida set forth in this Section, and hereby waives Agreement shall be entitled to the maximum extent permitted by applicable law any objection which Executive may have based on improper venue or forum non conveniens. (c) Except to the extent provided for in subsection (b) above, the Company and Executive agree that any claim, dispute or controversy arising under or in connection with this Agreement, or otherwise in connection with Executive’s employment by the Company or termination of his employment all reasonable expenses (including, without limitation, any reasonable attorney’s fees). Notwithstanding the foregoing, the Arbitral Board may require that such claim, dispute or controversy arising fees be borne in such other manner as the Arbitral Board determines is required in order for this arbitration clause to be enforceable under any federal, state or local statute, regulation or ordinance or any of the Company’s employee benefit plans, policies or programs) applicable law. The parties shall be resolved solely and exclusively by binding, confidential, arbitration. The arbitration shall be held in Gainesville, Florida (or at such other location as shall be mutually agreed by the parties). The arbitration shall be conducted entitled to conduct discovery in accordance with the Commercial Rules Section 1283.05 of the American Arbitration Association California Code of Civil Procedure, provided that (a) the Arbitral Board must authorize all such discovery in advance based on findings that the material sought is relevant to the issues in dispute and that the nature and scope of such discovery is reasonable under the circumstances, and (b) discovery shall be limited to depositions and production of documents unless the Arbitral Board finds that another method of discovery (e.g., interrogatories) is the most reasonable and cost efficient method of obtaining the information sought. (b) There shall be a record of the proceedings at the arbitration hearing and the Arbitral Board shall issue a Statement of Decision setting forth the factual and legal basis for the Arbitral Board's decision. If neither party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the Arbitral Board's decision shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the Los Angeles County Superior Court or, in the case of Contractor, such other court having jurisdiction over Contractor, which may be made ex parte, for confirmation and enforcement of the award. If either party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the award of the Arbitral Board shall be appealed to three (3) neutral arbitrators (the “AAA”"Appellate Arbitrators"), each of whom shall have the same qualifications and be selected through the same procedure as the Arbitral Board. The appealing party shall file its appellate brief within thirty (30) in effect at days after its written notice requesting the time appeal and the other party shall file its brief within thirty (30) days thereafter. The Appellate Arbitrators shall thereupon review the decision of the arbitrationArbitral Board applying the same standards of review (and all of the same presumptions) as if the Appellate Arbitrators were a California Court of Appeal reviewing a judgment of the Los Angeles County Superior Court, except that the Appellate Arbitrators shall in all cases issue a final award and shall not remand the matter to the Arbitral Board. The decision of the Appellate Arbitrators shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the Los Angeles County Superior Court or, in the case of Contractor, such other court having jurisdiction over Contractor, which may be made ex parte, for confirmation and enforcement of the award. The party appealing the decision of the Arbitral Board shall pay all costs and expenses of the appeal, including the Expedited Procedures. All fees of the Appellate Arbitrators and the reasonable outside attorneys' fees of the opposing party, unless the decision of the Arbitral Board is reversed, in which event the costs, fees and expenses of the arbitration, including a transcript if either requests, appeal shall be borne equally as determined by the partiesAppellate Arbitrators. (c) Subject to a party's right to appeal pursuant to the above, neither party shall challenge or resist any enforcement action taken by the party in whose favor the Arbitral Board, or if appealed, the Appellate Arbitrators, decided. Each party acknowledges that it is responsible for giving up the fees and expenses of its own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the party prevails on right to a claim for which attorney’s fees are recoverable under law). In rendering a decision, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being heard in trial by jury or court. This includes The Arbitral Board shall have the availability of all remedies that the parties could obtain in courtpower to enter temporary restraining orders and preliminary and permanent injunctions. In addition, all statutes of limitation and defenses that would be applicable in court, will apply to the arbitration proceeding. The decision of the arbitrator shall be set forth in writing, and be binding and conclusive on all parties. Any action to enforce or vacate the arbitrator’s award shall be governed by the Federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the Company or Executive improperly pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for herein, the responding Neither party shall be entitled or permitted to dismissal commence or maintain any action in a court of law with respect to any matter in dispute until such matter shall have been submitted to arbitration as herein provided and then only for the enforcement of the Arbitral Board’s award; provided, however, that prior to the appointment of the Arbitral Board or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief in a court of competent jurisdiction in Los Angeles County, California or, if sought by Company, such other court that may have jurisdiction over Contractor, without thereby waiving its right to arbitration of the dispute or controversy under this section. Notwithstanding anything to the contrary herein, Contractor hereby irrevocably waives any right or remedy to seek and/or obtain injunctive or other equitable relief regarding such action and recovery 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 all costsany motion picture, losses and attorney’s fees production or project related to Company, its parents, subsidiaries and affiliates, or the use, publication or dissemination of any advertising in connection with such actionmotion picture, production or project. All arbitration proceedings (including proceedings before the Appellate Arbitrators) shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The provisions of this Section 14.4 shall supersede any inconsistent provisions of any prior agreement between the parties.

Governing Law; Arbitration. (a) This Agreement is made under and shall be governed by and construed in accordance with the internal laws of Florida, Florida without regard giving effect to its conflicts any choice or conflict of law principles. provision or rule (bwhether Florida or any other jurisdiction) With respect that would cause the application of Laws of any jurisdiction other than those of Florida. If not resolved through reasonable negotiation, and except as qualified below, any dispute between the parties arising under, out of, in connection with or in relation to claims by the Company against Executive related to Executive’s threatened or actual breach of Section 6 of this Agreement, each Party hereby irrevocably agrees that all actions or proceedings concerning such disputes may shall be brought by submitted to binding arbitration under the Company in (a) the United States District Court for the Northern District of Florida; or (b) in any court authority of the State of Florida sitting in Alachua County, provided that the United States District Court lacks subject matter jurisdiction over such action or proceeding. Executive consents to jurisdiction of Federal Arbitration Act and venue in the courts in the State of Florida set forth in this Section, and hereby waives to the maximum extent permitted must be determined by applicable law any objection which Executive may have based on improper venue or forum non conveniens. (c) Except to the extent provided for in subsection (b) above, the Company and Executive agree that any claim, dispute or controversy arising under or in connection with this Agreement, or otherwise in connection with Executive’s employment arbitration administered by the Company or termination of his employment (including, without limitation, any such claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of the Company’s employee benefit plans, policies or programs) shall be resolved solely and exclusively by binding, confidential, arbitration. The arbitration shall be held in Gainesville, Florida (or at such other location as shall be mutually agreed by the parties). The arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association (the “AAA”) in effect at the time of the arbitrationpursuant to its then-current commercial arbitration rules and procedures, including the Expedited Proceduresprocedures for emergency relief. All fees The arbitration must take place in Broward County, Florida, in English. The arbitrator must follow the law and expenses not disregard the terms of the arbitration, including a transcript if either requests, shall this Agreement. A judgment may be borne equally by the parties. Each party is responsible for the fees and expenses of its own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the party prevails on a claim for which attorney’s fees are recoverable under law). In rendering a decision, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being heard in court. This includes the availability of all remedies that the parties could obtain in court. In addition, all statutes of limitation and defenses that would be applicable in court, will apply to entered upon the arbitration proceedingaward by any state, federal, or foreign court of competent jurisdiction. The decision of the arbitrator shall will be set forth in writing, final and be binding and conclusive on all parties. Any action parties to enforce or vacate the arbitrator’s award shall be governed by the Federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the Company or Executive improperly pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for hereindispute; however, the responding party shall arbitrator may not under any circumstances: (a) stay the effectiveness of any pending termination of this Agreement; or (ii) assess punitive, exemplary or consequential damages. Notwithstanding the foregoing, the parties agree that the following claims will not be entitled subject solely to dismissal arbitration: (a) any action for declaratory or equitable relief, including, without limitation, seeking preliminary or permanent injunctive relief, specific performance, other relief regarding such action and recovery in the nature of all costs, losses and attorney’s fees related equity to enjoin any harm or threatened harm to such actionparty’s tangible or intangible property, brought at any time, including, without limitation, prior to or during the pendency of any arbitration proceedings initiated hereunder; and (b) any action in ejectment or for possession of any interest in real or personal property.

Governing Law; Arbitration. (a) This Agreement is made under and shall will be governed by by, and construed and enforced in accordance with with, the laws of Florida, without regard to its conflicts of law principles. (b) With respect to claims by the Company against Executive related to Executive’s threatened or actual breach of Section 6 of this Agreement, each Party hereby irrevocably agrees that all actions or proceedings concerning such disputes may be brought by the Company in (a) the United States District Court for the Northern District of Florida; or (b) in any court of the State of Florida sitting in Alachua CountyNew York (excluding the conflicts of law provisions). Any controversy, provided that claim or dispute arising out of or relating to this Agreement or the United States District Court lacks subject matter jurisdiction over such action or proceeding. Executive consents to jurisdiction of and venue in the courts in the State of Florida set forth in this Section, and hereby waives to the maximum extent permitted by applicable law any objection which Executive may have based on improper venue or forum non conveniens. (c) Except to the extent provided for in subsection (b) above, the Company and Executive agree that any claim, dispute or controversy arising under or in connection with this Agreement, or otherwise in connection with Executive’s employment by the Company or termination of his employment (including, without limitation, any such claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of the Company’s employee benefit plans, policies or programs) breach thereof shall be resolved settled solely and exclusively by bindingbinding arbitration in New York, confidentialNew York administered by JAMS and conducted in English. All such controversies, arbitration. The arbitration claims or disputes, including any relating to the scope of this section and/or the arbitrability of any claim, shall be held settled in Gainesville, Florida (this manner in lieu of any action at law or at such other location as shall be mutually agreed by the parties)equity. The Such arbitration shall be conducted in accordance with the Commercial then prevailing JAMS Comprehensive Arbitration Rules of the American Arbitration Association & Procedures (the “AAARules”), with the following exceptions to such Rules if in conflict: (a) in effect at the time arbitration shall be conducted by one neutral arbitrator; (b) each party to the arbitration will pay an equal share of the arbitrationexpenses and fees of the arbitrator, including the Expedited Procedures. All fees and together with other expenses of the arbitration, including a transcript if either requests, shall be borne equally arbitration incurred or approved by the partiesarbitrator; and (c) arbitration may proceed in the absence of any party if written notice (pursuant to the Rules) of the proceedings has been given to such party. Each party is responsible for the fees and expenses of shall bear its own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the party prevails on a claim for which attorney’s fees are recoverable under law). In rendering a decision, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being heard in court. This includes the availability of all remedies that the parties could obtain in court. In addition, all statutes of limitation and defenses that would be applicable in court, will apply to the arbitration proceedingexpenses. The decision of Parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be set forth final and conclusive. All such controversies, claims or disputes shall be settled in writingthis manner in lieu of any action at law or equity. To the extent a Party seeks emergency relief in connection with any dispute, the “Emergency Relief Procedures” provision of the Rules, currently Rule 2(c), shall govern. The Parties acknowledge that this Agreement restricts any Party from seeking emergency relief from any court, including without limitation temporary restraining orders and/or preliminary injunctions, and be binding and conclusive on all parties. Any action the Parties agree that, to enforce or vacate the arbitrator’s award extent any Party breaches this Agreement by seeking such relief from a court, the Party seeking such relief shall be governed by responsible for paying the Federal Arbitration Act, if applicableother Party’s attorneys’ fees in opposing such relief, and otherwise by applicable state lawthe arbitrator shall render an award of such attorneys’ fees at the earliest possible time after such fees are incurred. If either IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE THEN EACH PARTY, (i) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO, AND (ii) SUBMITS TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE FEDERAL OR STATE COURTS LOCATED IN NEW YORK COUNTY, NEW YORK AND EACH PARTY HERETO AGREES NOT TO INSTITUTE ANY SUCH ACTION OR PROCEEDING IN ANY OTHER COURT IN ANY OTHER JURISDICTION. Each party irrevocably and unconditionally waives any objection that it may now or hereafter have to the Company laying of venue of any action or Executive improperly pursues any claim, dispute proceeding arising out of or controversy against the other relating to this Agreement in a proceeding other than the arbitration provided for herein, the responding party shall be entitled forum or venue referred to dismissal or injunctive relief regarding such action and recovery of all costs, losses and attorney’s fees related to such actionin this section.

Governing Law; Arbitration. (a) 19.1. This Agreement is made under and shall be governed by and construed in accordance with the domestic substantive laws of Florida, without regard to its conflicts of law principles. (b) With respect to claims by the Company against Executive related to Executive’s threatened or actual breach of Section 6 of this Agreement, each Party hereby irrevocably agrees that all actions or proceedings concerning such disputes may be brought by the Company in (a) the United States District Court for the Northern District of Florida; or (b) in any court of the State of Florida sitting in Alachua CountyUtah, provided without giving effect to any choice or conflict of law provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction; provided, however, that any dispute relating to the provisions of Section 19.2 shall be governed by the United States District Court lacks subject matter jurisdiction over such action or proceedingArbitration Act as then in force. 19.2. Executive consents to jurisdiction of and venue in the courts in the State of Florida Except solely as set forth in this SectionSection 19.4, and hereby waives to the maximum extent permitted by applicable law any objection which Executive may have based on improper venue each dispute, difference, controversy or forum non conveniens. (c) Except to the extent provided for in subsection (b) above, the Company and Executive agree that any claim, dispute or controversy claim arising under or in connection with this Agreementor related or incidental to, or otherwise in connection with Executive’s employment by question occurring under, this Agreement or the Company or termination of his employment (including, without limitation, any such claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of the Company’s employee benefit plans, policies or programs) subject matter hereof shall be resolved solely and exclusively by binding, confidential, arbitration. The arbitration shall be held in Gainesville, Florida (or at such other location as shall be mutually agreed by the parties). The arbitration shall be conducted in accordance with finally settled under the Commercial Arbitration Rules of the American Arbitration Association (the “"AAA”") by an arbitral tribunal composed of three (3) arbitrators, at least one (1) of whom shall be an attorney experienced in effect corporate transactions, appointed by agreement of the parties in accordance with said Rules. In the event the parties fail to agree upon a panel of arbitrators from the first list of potential arbitrators proposed by the AAA, the AAA will submit a second list in accordance with said Rules. In the event the parties shall have failed to agree upon a full panel of arbitrators from said second list, any remaining arbitrators to be selected shall be appointed by the AAA in accordance with said Rules. If, at the time of the arbitration, including the Expedited Procedures. All fees and expenses of the arbitration, including a transcript if either requests, shall be borne equally by the parties. Each party is responsible for the fees and expenses of its own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the party prevails on a claim for which attorney’s fees are recoverable under law). In rendering a decision, the arbitrator shall apply all legal principles and standards that would govern if parties agree in writing to submit the dispute were being heard in court. This includes the availability of all remedies that the parties could obtain in court. In additionto a single arbitrator, all statutes of limitation and defenses that would be applicable in court, will apply to the arbitration proceeding. The decision of the said single arbitrator shall be set forth appointed by agreement of the parties in writingaccordance with the foregoing procedure, or, failing such agreement, by the AAA in accordance with said Rules. The foregoing arbitration proceedings may be commenced by any party by notice to all other parties. 19.3. The place of arbitration shall be Salt Lake City, Utah. 19.4. The parties hereto exclude any right of appeal to any court on the merits of the dispute. The provisions of this Section 19 may be enforced in any court having jurisdiction over the award of any of the parties or any of their respective assets and judgment on the award (including without limitation equitable remedies) granted in any arbitration hereunder may be entered in any such court. Nothing contained in this Section 19 shall prevent any party from seeking interim measures of protection in the form of pre-award attachment of assets or preliminary or temporary equitable relief. 19.5. To the extent not prohibited by applicable law which cannot be waived, each of the parties hereto hereby waives, and be binding covenants that he or it will not assert (whether as plaintiff, defendant, or otherwise), any right to trial by jury in any forum in respect of any issue, claim, demand, cause of action, action, suit or proceeding arising out of or based upon this Agreement or the subject matter hereof, in each case whether now existing or hereafter arising and conclusive on all partieswhether in contract or tort or otherwise. Any action of the parties hereto may file an original counterpart or a copy of this Section 19.5 with any court as written evidence of the consent of each of the parties hereto to enforce the waiver of his or vacate its right to trial by jury. 19.6. Each of the arbitrator’s award shall be governed parties hereto acknowledges that he or it has been informed by each other party that the Federal Arbitration Act, if applicable, provisions of Section 19 constitute a material inducement upon which such party is relying and otherwise by applicable state law. If either will rely in entering into this Agreement and the Company or Executive improperly pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for herein, the responding party shall be entitled to dismissal or injunctive relief regarding such action and recovery of all costs, losses and attorney’s fees related to such actiontransactions contemplated hereby.

Governing Law; Arbitration. (a) This a. To the extent not preempted by federal law, this Agreement is will be deemed a contract made under under, and for all purposes shall be governed by and construed in accordance with with, the laws of Florida, without regard to its conflicts of law principlesUtah. b. Any and all controversies, claims, or disputes with anyone (bincluding without limitation Company or its affiliates, and any current or former employee, officer, director, shareholder, member, manager, or benefit plan of Company or its affiliates in their capacity as such or otherwise) With respect to claims by arising out of, relating to, or resulting from your employment with Company or the Company against Executive related to Executive’s threatened or actual termination of your employment with Company, including any breach of Section 6 of this Agreement, each Party hereby irrevocably agrees that all actions or proceedings concerning such disputes may will be brought by the Company in (a) the United States District Court for the Northern District of Florida; or (b) in any court of the State of Florida sitting in Alachua County, provided that the United States District Court lacks subject matter jurisdiction over such action or proceeding. Executive consents to jurisdiction of private and venue in the courts in the State of Florida set forth in this Section, and hereby waives confidential binding arbitration to the maximum extent permitted by applicable law any objection which Executive may have based on improper venue or forum non conveniens. (c) Except to the extent provided for in subsection (b) above, the Company and Executive agree that any claim, dispute or controversy arising under or in connection with this Agreement, or otherwise in connection with Executive’s employment by the Company or termination of his employment (including, without limitation, any such claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of the Company’s employee benefit plans, policies or programs) shall be resolved solely and exclusively by binding, confidential, arbitration. The arbitration shall be held in Gainesvillethe city of Salt Lake City, Florida (or at such other location as shall be mutually agreed State of Utah administered by the parties). The arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association (the “AAA”) in accordance with its rules then in effect at for the time resolution of employment disputes (the “Rules”). The AAA’s optional rules for Emergency Measures or protection are also adopted. Subject to section 5.f. below, you covenant and promise that should you commence any action or pursue a claim c. Notwithstanding the foregoing, the following claims are not covered by this arbitration provision: claims for workers’ compensation benefits, claims for unemployment compensation benefits, claims under the National Labor Relations Act, claims based upon Company’s employee benefits and welfare plans that contain an appeal procedure or other procedure for the resolution of disputes under the plan, and claims by Company for injunction or other equitable relief, including without limitation claims for unfair competition and the unauthorized disclosure of trade secrets or confidential information. d. You agree that any arbitration will be administered by the AAA and that a single neutral arbitrator will be selected in a manner consistent with the Rules. You agree that the arbitrator will administer and conduct any arbitration in accordance with the Federal Arbitration Act and the Federal Rules of Civil Procedure (the “FRCP”), and that arbitrator will apply substantive Utah law to any dispute or claim, without reference to any conflict of law provisions of any jurisdiction and to the extent that the Rules conflict with the FRCP, the FRCP will take precedence. You agree that the arbitrator will have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and adjudication and motions to dismiss and demurrers, prior to any arbitration hearing. Motions for summary judgment, partial summary judgment, or summary adjudication will be decided according to Rule 56 of the Expedited ProceduresFederal Rules of Civil Procedure and applicable case law. All Notwithstanding any AAA rules or arbitration procedure, it is the intent of the parties that the arbitrator will consider and rule on any such motions as if in a federal court of the United States. You also agree that the arbitrator will have the power to award any remedies, including attorneys’ fees and costs, available under applicable law. The Company will pay the joint costs and expenses of such arbitration. Notwithstanding this provision, the arbitration, including a transcript if either requests, shall be borne equally Company will not pay any costs or expenses of the arbitration that are incurred solely by the partiesyou. Each party is responsible will separately pay for the its respective counsel fees and expenses of its own attorneysexpenses; provided, expertshowever, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the party prevails on a claim for which attorney’s fees are recoverable under law). In rendering a decision, that the arbitrator shall apply all legal principles will award attorneys’ fees and standards that would govern if costs to the dispute were being heard prevailing party except as prohibited by law. Except as set forth herein or as agreed by the parties in court. This includes the availability of all remedies writing, you agree that the parties could obtain arbitrator will administer and conduct any arbitration in courta manner consistent with the Rules. In addition, all statutes of limitation and defenses Employee agrees that would be applicable in court, will apply to the arbitration proceeding. The decision of the arbitrator shall will be in writing and set forth in writing, and be binding and conclusive on all parties. Any action to enforce or vacate the arbitrator’s award shall be governed reasoning thereof. e. Except as provided by the Federal Arbitration ActRules and this Agreement, if applicableincluding without limitation Section 7.c. above, arbitration will be the sole, exclusive and otherwise final remedy for any dispute between Company and you. Accordingly, except as provided for by applicable state lawthe Rules and this Agreement, neither Company nor you will be permitted to pursue court action regarding claims that are subject to arbitration. Notwithstanding, the f. In addition to the right under the Rules to petition the court for provisional relief, you agree that any party may also petition the court for injunctive relief where either party alleges or claims a violation of this Agreement or any other agreement regarding trade secrets, confidential information, non- competition, or non-solicitation. Employee understands that any breach or threatened breach of such agreement will cause irreparable injury and that money damages will not provide an adequate remedy therefor and both parties hereby consent to the issuance of a temporary restraining order, preliminary injunction, permanent injunction, or other injunctive relief, without posting any bond or other security, compelling you to comply with all provisions of such agreements. The preceding sentence will not be construed to limit Company from any other relief or damages to which it may be entitled because of your breach of any provision of this Agreement. If either the Company or Executive improperly pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for hereinparty seeks injunctive relief, the responding prevailing party shall will be entitled to dismissal or injunctive relief regarding such action recover reasonable costs and recovery of all costs, losses and attorney’s fees related to such actionattorneys’ fees.

Governing Law; Arbitration. (a) This Agreement is made under and shall be governed by and construed in accordance with the laws of Florida, without regard to its conflicts of law principles. (b) With respect to claims and governed by the Company against Executive related to Executive’s threatened or actual breach internal laws (and not the law of Section 6 of this Agreement, each Party hereby irrevocably agrees that all actions or proceedings concerning such disputes may be brought by the Company in (aconflicts) the United States District Court for the Northern District of Florida; or (b) in any court of the State of Florida sitting in Alachua CountyRhode Island. The Borrower and the Lender specifically agree that any controversy, provided that claim or dispute between or among the United States District Court lacks subject matter jurisdiction over parties to this Agreement, including any such action controversy, claim or proceeding. Executive consents dispute arising out of or relating to jurisdiction of and venue in (a) this Agreement, (b) any other document evidencing or securing the courts in the State of Florida set forth in this SectionRevolving Loan, and hereby waives to the maximum extent permitted by applicable law any objection which Executive may have based on improper venue or forum non conveniens. (c) Except to the extent provided for in subsection (b) above, the Company and Executive agree that any claim, dispute related agreements or controversy arising under or in connection with this Agreementinstruments, or otherwise in connection with Executive’s employment by (d) the Company transaction contemplated herein or termination of his employment therein (includingincluding any claim based on or arising from an alleged personal injury or business tort), without limitation, any such claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of the Company’s employee benefit plans, policies or programs) shall be resolved solely and exclusively determined by bindingbinding arbitration in Providence, confidential, arbitration. The arbitration shall be held in Gainesville, Florida (or at such other location as shall be mutually agreed by the parties). The arbitration shall be conducted Rhode Island in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”) in effect at the time by a single arbitrator. The arbitrator shall be selected by mutual agreement of the arbitrationparties within twenty (20) days following the initiation of arbitration hereunder, or, absent such agreement, by appointment by the American Arbitration Association. The arbitration procedure shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, and the award rendered by the arbitrator shall be final and binding on the parties and may be entered in any court having jurisdiction thereof. The arbitrator shall instruct the non-prevailing party to pay all costs of the proceedings, including the Expedited Procedures. All fees and expenses of the arbitrationarbitrator and the reasonable attorneys’ fees and expenses of the prevailing party. If the arbitrator determines that there is not a prevailing party, including a transcript if either requests, each party shall be borne instructed to bear its own costs and to share equally by the parties. Each party is responsible for the fees and expenses of its own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the party prevails on a claim for which attorney’s fees are recoverable under law)arbitrator.” 16. In rendering a decision, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being heard in court. This includes the availability of all remedies that the parties could obtain in court. In addition, all statutes of limitation and defenses that would be applicable in court, will apply The reference to the arbitration proceedingdollar symbol and amount “$18,500,000” in the upper right hand corner on page 1 of the Note is hereby deleted and the symbol and number “$22,000,000” is substituted therefor and inserted in place thereof. The decision reference to the principal amount of “Eighteen Million Five Hundred Thousand Dollars ($18,500,000)” in the eighth and ninth lines of the arbitrator shall be set forth first paragraph on page 1 of the Note is hereby deleted and “Twenty-Two Million Dollars ($22,000,000)” is substituted therefor and inserted in writing, and be binding and conclusive place thereof. 17. The definition of “Alternate LIBOR Fixed Rate” on all parties. Any action page 1 of the Note is hereby amended in its entirety to enforce or vacate the arbitrator’s award shall be governed by the Federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the Company or Executive improperly pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for herein, the responding party shall be entitled to dismissal or injunctive relief regarding such action and recovery of all costs, losses and attorney’s fees related to such action.read as follows:

Governing Law; Arbitration. (a) This Agreement is made under and the legal relations between the parties shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflicts of law laws principles. (b) With respect . In the event that there shall be a dispute arising out of or relating to claims by the Company against Executive related to Executive’s threatened or actual breach of Section 6 of this Agreement, any document referred to herein or centrally related to the subject matter hereof, or the subject matter of any of the same, the parties agree that such dispute shall be submitted to binding arbitration in Miami, Florida, under the auspices of, and pursuant to the rules of the American Arbitration Association, as then in effect, or such other procedures as the parties may agree to at the time, before a tribunal of three arbitrators, one of which shall be selected by each Party hereby irrevocably agrees that all actions or proceedings concerning such disputes may of the parties to the dispute and the third of which shall be brought selected by the Company in (a) two arbitrators so selected. Any award issued as a result of such arbitration shall be final and binding between the United States District Court for the Northern District of Florida; or (b) in parties, and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. The costs of the State of Florida sitting in Alachua Countyarbitration shall be shared equally by the parties, provided that the United States District Court lacks subject matter jurisdiction over such action or proceeding. Executive consents to jurisdiction of and venue in the courts in the State of Florida set forth in this Sectionfees, and hereby waives to the maximum extent permitted by applicable law any objection which Executive may have based on improper venue or forum non conveniens. (c) Except to the extent provided for in subsection (b) abovecosts, the Company and Executive agree that any claim, dispute or controversy arising under or in connection with this Agreement, or otherwise in connection with Executive’s employment by the Company or termination of his employment (including, without limitation, any such claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of the Company’s employee benefit plans, policies or programs) shall be resolved solely and exclusively by binding, confidential, arbitration. The arbitration shall be held in Gainesville, Florida (or at such other location as shall be mutually agreed by the parties). The arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association (the “AAA”) in effect at the time of the arbitration, including the Expedited Procedures. All fees and expenses of the arbitrationprevailing party (as reasonably determined by the arbitrators), including a transcript if either requestsarbitrators' and reasonable attorney fees incurred in connection with any such arbitration, shall be borne equally paid by the partieslosing party in the event the arbitrators determine the proceeding was brought or defended in bad faith by the losing party. Each party is responsible for the fees The costs and expenses of its own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the prevailing party prevails on a claim for which attorney’s fees are recoverable under law). In rendering a decision, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being heard in court. This includes the availability of all remedies that the parties could obtain in court. In addition, all statutes of limitation and defenses that would be applicable in court, will apply to the arbitration proceeding. The decision of the arbitrator shall be set forth in writing, and be binding and conclusive on all parties. Any action to enforce or vacate the arbitrator’s collecting any such award shall be governed paid by the Federal Arbitration Actnon-prevailing party. In such arbitration proceedings, if applicableeach of the parties shall submit to the arbitrators in writing their respective positions with respect to the dispute for which arbitration proceedings have been commenced, together with such supporting documentation as such party deems necessary or as such arbitrators request. Such arbitrators shall, as soon as practicable after receiving the written positions of both parties and all subsequent supporting documentation requested by such arbitrators, and otherwise after having heard such testimony as they may deem appropriate, render their decisions as to such dispute, which decision shall be in writing and final and binding on, and non-appealable by, (except as provided by applicable state law), the parties hereto. The arbitrators shall issue any injunctive or similar order they deem appropriate. If either the Company or Executive improperly pursues any claim, arbitrators notify the parties that they believe a portion of a dispute or controversy against (which may be the other in a proceeding other than the arbitration provided for hereinentire dispute) is essentially reducible to monetary terms, the responding party arbitrators shall be entitled accept the entire position of one of the parties with respect thereto, it being understood that, in such circumstances, such arbitrators shall have no discretion to dismissal or injunctive relief regarding such action and recovery accept only part of all costs, losses and attorney’s fees related to such actioneither party's position with respect thereto.

Governing Law; Arbitration. (ai) This Agreement is made under and shall be governed by and construed in accordance with under the laws of Florida, without regard to its conflicts of law principles. (b) With respect to claims by the Company against Executive related to Executive’s threatened or actual breach of Section 6 of this Agreement, each Party hereby irrevocably agrees that all actions or proceedings concerning such disputes may be brought by the Company in (a) the United States District Court for the Northern District of Florida; or (b) in any court of the State of Florida Delaware as applied to agreements among Delaware residents entered into and to be performed entirely within Delaware. (ii) Notwithstanding subsection (iii) below, at the option of the Investor, each of the parties hereto agrees for the benefit of the Investor that any State or Federal court sitting in Alachua CountyDelaware shall have exclusive jurisdiction to settle any disputes (including claims for set-off and counterclaims) and enforce any rights which may arise in connection with the validity, provided that effect, interpretation or performance of, or the United States District Court lacks subject matter jurisdiction over such action legal relationships established by, this Agreement or proceedingotherwise arising in connection with this Agreement. Executive Each party hereto consents to jurisdiction of and venue in the courts in the State of Florida set forth in this SectionDelaware Courts and irrevocably waives, and hereby waives to the maximum fullest extent permitted by applicable law law, the defense of an inconvenient forum to the maintenance of any objection which Executive action therein. Each party hereto agrees that the summons and complaint or any other process in any action may have based on improper venue be served by notice given in accordance with Section 9(g), or forum non conveniensas otherwise permitted by law. Each party hereto irrevocably waives the right to trial by jury. (ciii) Except Subject to the extent provided for option in favor of the Investor set out in subsection (b) above, the Company and Executive agree that any claim, dispute controversy or controversy claim arising under out of or in connection with relating to this Agreement, or otherwise in connection with Executive’s employment by the Company or termination of his employment (including, without limitation, any such claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of the Company’s employee benefit plans, policies or programs) Agreement shall be resolved solely and exclusively determined by binding, confidential, arbitration. The arbitration shall be held in Gainesville, Florida (or at such other location as shall be mutually agreed by the parties). The arbitration shall be conducted in accordance with the Commercial International Arbitration Rules of the American Arbitration Association (the “AAA”) in effect at the time Association. The tribunal shall consist of three arbitrators. The seat of the arbitration, including the Expedited Proceduresarbitration shall be New York. All fees and expenses The language of the arbitration, including a transcript if either requests, arbitration shall be borne equally by English. The parties hereto agree that the parties. Each party is responsible tribunal constituted under this clause shall have the power to grant the relief of specific performance in appropriate circumstances, and further agree, for the fees and expenses avoidance of doubt, that any competent court of its own attorneys, experts, witnesses, and preparation and presentation jurisdiction (including in the PRC courts) may enforce an order of proofs and post-hearing briefs (unless the party prevails on a claim tribunal for which attorney’s fees are recoverable under law)specific performance. In rendering a decisionBy agreeing to arbitration pursuant to this clause, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being heard parties hereto waive irrevocably their right to any form of appeal, review or recourse to any state court or other judicial authority, in court. This includes the availability of all remedies as far as such waiver may validly be made, save that the parties could obtain do not intend to deprive any competent court of its jurisdiction (including the PRC courts) to issue a pre-arbitral injunction, pre-arbitral attachment or other order in court. In addition, all statutes aid of limitation and defenses that would be applicable in court, will apply to the arbitration proceeding. The decision proceedings or the enforcement of the arbitrator shall be set forth in writing, and be binding and conclusive on all parties. Any action to enforce or vacate the arbitrator’s award shall be governed by the Federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the Company or Executive improperly pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for herein, the responding party shall be entitled to dismissal or injunctive relief regarding such action and recovery of all costs, losses and attorney’s fees related to such actionaward.

Governing Law; Arbitration. (a) This Agreement is made under and shall be governed by and construed in accordance with the laws of FloridaMaryland, without regard to its conflicts of law principles. (b) With respect to claims by the Company against Executive related to Executive’s 's threatened or actual breach of Section 6 of this Agreement, each Party hereby irrevocably agrees that all actions or proceedings concerning such disputes may be brought by the Company in (a) the United States District Court for the Northern District of FloridaMaryland; or (b) in any court of the State of Florida Maryland sitting in Alachua Xxxxxxxxxx County, provided that the United States District Court lacks subject matter jurisdiction over such action or proceeding. Executive consents to jurisdiction of and venue in the courts in the State of Florida Maryland set forth in this Section, and hereby waives to the maximum extent permitted by applicable law any objection which Executive may have based on improper venue or forum non conveniens. (c) Except to the extent provided for in subsection (b) above, the Company and Executive agree that any claim, dispute or controversy arising under or in connection with this Agreement, or otherwise in connection with Executive’s 's employment by the Company or termination of his employment (including, without limitation, any such claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of the Company’s 's employee benefit plans, policies or programs) shall be resolved solely and exclusively by binding, confidential, arbitration. The arbitration shall be held in GainesvilleRockville, Florida MD (or at such other location as shall be mutually agreed by the parties). The arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association (the “"AAA”") in effect at the time of the arbitration, including the Expedited Procedures. All fees and expenses of the arbitration, including a transcript if either requests, shall be borne equally by the parties. Each party is responsible for the fees and expenses of its own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the party prevails on a claim for which attorney’s 's fees are recoverable under law). In rendering a decision, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being heard in court. This includes the availability of all remedies that the parties could obtain in court. In addition, all statutes of limitation and defenses that would be applicable in court, will apply to the arbitration proceeding. The decision of the arbitrator shall be set forth in writing, and be binding and conclusive on all parties. Any action to enforce or vacate the arbitrator’s 's award shall be governed by the Federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the Company or Executive improperly pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for herein, the responding party shall be entitled to dismissal or injunctive relief regarding such action and recovery of all costs, losses and attorney’s 's fees related to such action.

Governing Law; Arbitration. (a) This Agreement is made under and all matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws internal Laws of Florida, the State of Delaware without regard to its conflicts of law any otherwise applicable conflicts-of-laws principles. (b) With respect to claims Any controversy or claim by or between the Company against Executive parties related to Executive’s threatened or actual breach of Section 6 of this Agreement, each Party hereby irrevocably agrees that all actions or proceedings concerning such disputes may be brought by the Company in (a) the United States District Court for the Northern District of Florida; or (b) in any court of the State of Florida sitting in Alachua County, provided that the United States District Court lacks subject matter jurisdiction over such action or proceeding. Executive consents way to jurisdiction of and venue in the courts in the State of Florida set forth in this Section, and hereby waives to the maximum extent permitted by applicable law any objection which Executive may have based on improper venue or forum non conveniens. (c) Except to the extent provided for in subsection (b) above, the Company and Executive agree that any claim, dispute or controversy arising under or in connection with this Agreement, or otherwise in connection with Executive’s employment by the Company or termination of his employment (including, without limitation, any such claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of the Company’s employee benefit plans, policies or programs) Agreement shall be resolved solely and exclusively settled by binding, confidential, arbitration. The binding arbitration shall be held in Gainesville, Florida (or at such other location as shall be mutually agreed administered by the parties). The arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association (the “AAA”) in effect at accordance with its Commercial Arbitration Rules; provided that nothing herein shall require arbitration of any claim or charge which, by Law, cannot be the time subject of a compulsory arbitration agreement. Any arbitration proceeding brought under this Agreement shall be conducted in New York City by a single arbitrator appointed by agreement of the parties within thirty (30) days of receipt by respondent of the demand for arbitration, including or in default thereof by the Expedited ProceduresAAA. All fees Each of Investor, on behalf of itself and expenses its Affiliates, and Development, on behalf of the arbitrationitself and its respective Permitted Transferees, including a transcript if Related Parties, Affiliates and Subsidiaries, agrees to be bound by this arbitration clause provided that it has either requests(i) signed this Agreement or an agreement that incorporates this Agreement by reference or (ii) signed any other agreement to be bound by or cause any of its respective Permitted Transferees, Related Parties, Affiliates or Subsidiaries to be bound by this arbitration clause. The arbitrator, in rendering an award in any arbitration conducted pursuant to this provision, shall be borne equally by issue a reasoned award stating the parties. Each party findings of fact and conclusions of law on which it is responsible for the fees and expenses of its own attorneys, experts, witnessesbased, and preparation and presentation of proofs and post-hearing briefs (unless the party prevails on a claim for which attorney’s fees are recoverable under law). In rendering a decision, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being heard in court. This includes the availability of all remedies that the parties could obtain in court. In addition, all statutes of limitation and defenses that would be applicable in court, will apply to the arbitration proceeding. The decision of the arbitrator shall be set forth required to follow the Law of the state designated by the parties herein. Any judgment or enforcement of any award, including an award providing for interim or permanent injunctive relief, rendered by the arbitrator may be entered, enforced or appealed from in writingany court having jurisdiction thereof. Any arbitration proceedings, decision or award rendered hereunder, and be binding the validity, effect and conclusive on all parties. Any action to enforce or vacate the arbitrator’s award interpretation of this arbitration provision, shall be governed by the Federal Arbitration Act, if applicable9 U.S.C.§ 1 et seq. In any arbitration proceedings under this Agreement, and otherwise by applicable state law. If either the Company or Executive improperly pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for herein, the responding each party shall pay all of its own legal fees, including counsel fees, but AAA filing fees and arbitrator compensation shall be entitled paid pursuant to dismissal the AAA Employment Arbitration Rules, unless otherwise provided by Law for a prevailing party. The parties agree that, notwithstanding the foregoing, prior to the appointment of the arbitrator, nothing herein shall prevent any party from seeking preliminary or temporary injunctive relief regarding such action and recovery against any other party in the United States Federal or state courts of all costsNew York, losses and attorney’s fees related to such actionCounty of New York. For the avoidance of doubt, any actions for permanent relief or monetary damages shall be settled by arbitration.

Governing Law; Arbitration. (a) This Agreement is made under and shall be governed by and construed in accordance with the laws of FloridaMaryland, without regard to its conflicts of law principles. (b) With respect to claims by the Company against Executive related to Executive’s threatened or actual breach of Section 6 of this Agreement, each Party hereby irrevocably agrees that all actions or proceedings concerning such disputes may be brought by the Company in (a) the United States District Court for the Northern District of FloridaMaryland; or (b) in any court of the State of Florida Maryland sitting in Alachua Xxxxxxxxxx County, provided that the United States District Court lacks subject matter jurisdiction over such action or proceeding. Executive consents to jurisdiction of and venue in the courts in the State of Florida Maryland set forth in this Section, and hereby waives to the maximum extent permitted by applicable law any objection which Executive may have based on improper venue or forum non conveniens. (c) Except to the extent provided for in subsection (b) above, the Company and Executive agree that any claim, dispute or controversy arising under or in connection with this Agreement, or otherwise in connection with Executive’s employment by the Company or termination of his employment (including, without limitation, any such claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of the Company’s employee benefit plans, policies or programs) shall be resolved solely and exclusively by binding, confidential, arbitration. The arbitration shall be held in GainesvilleRockville, Florida MD (or at such other location as shall be mutually agreed by the parties). The arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association (the “AAA”) in effect at the time of the arbitration, including the Expedited Procedures. All fees and expenses of the arbitration, including a transcript if either requests, shall be borne equally by the parties. Each party is responsible for the fees and expenses of its own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the party prevails on a claim for which attorney’s fees are recoverable under law). In rendering a decision, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being heard in court. This includes the availability of all remedies that the parties could obtain in court. In addition, all statutes of limitation and defenses that would be applicable in court, will apply to the arbitration proceeding. The decision of the arbitrator shall be set forth in writing, and be binding and conclusive on all parties. Any action to enforce or vacate the arbitrator’s award shall be governed by the Federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the Company or Executive improperly pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for herein, the responding party shall be entitled to dismissal or injunctive relief regarding such action and recovery of all costs, losses and attorney’s fees related to such action.

Governing Law; Arbitration. (a) This Agreement is made under and shall be governed by and construed in accordance with the internal laws of Floridathe State of Tennessee as applied to contracts made and performed within the State of Tennessee, without regard to its the principles thereof regarding resolution of conflicts of law principleslaw. (b) With respect to claims Any dispute or controversy arising out of or under or in connection therewith or in relation with this Agreement which cannot be settled by the Company against Executive related parties or their legal representatives, shall be determined and settled by arbitration pursuant to Executive’s threatened or actual breach the then-existing rules of Section 6 the American Arbitration Association. Any award rendered therein shall be final and binding upon each and all of this Agreementthe parties and their successors in interest, each Party hereby irrevocably agrees that all actions or proceedings concerning such disputes and a judgment thereon may be brought by the Company in (a) the United States District Court for the Northern District of Florida; or (b) entered in any court of competent jurisdiction. The costs of any such proceeding shall be paid by the State party instigating the arbitration unless such party is declared by the arbitrator to be substantially successful in securing the award of Florida sitting the determination sought by such party in Alachua Countysuch proceedings, provided that in which event the United States District Court lacks subject matter jurisdiction over costs of such action proceedings shall be paid by the unsuccessful party or proceedingparties. Executive consents to jurisdiction of and venue in the courts in the State of Florida set forth in this Section, and hereby waives The arbitrator may award reasonable attorney’s fees to the maximum extent permitted by applicable law any objection which Executive may have based on improper venue or forum non conveniensprevailing party. (c) Except In the event any proceeding is brought by one party against another to enforce or for breach of any of the extent provided for in subsection (b) above, the Company and Executive agree that any claim, dispute or controversy arising under or in connection with provisions of this Agreement, or otherwise in connection with Executive’s employment by the Company or termination of his employment (including, without limitation, any such claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of the Company’s employee benefit plans, policies or programs) shall be resolved solely and exclusively by binding, confidential, arbitration. The arbitration shall be held in Gainesville, Florida (or at such other location as shall be mutually agreed by the parties). The arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association (the “AAA”) in effect at the time of the arbitration, including the Expedited Procedures. All fees and expenses of the arbitration, including a transcript if either requests, shall be borne equally by the parties. Each party is responsible for the fees and expenses of its own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the party prevails on a claim for which attorney’s fees are recoverable under law). In rendering a decision, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being heard in court. This includes the availability of all remedies that the parties could obtain in court. In addition, all statutes of limitation and defenses that would be applicable in court, will apply to the arbitration proceeding. The decision of the arbitrator shall be set forth in writing, and be binding and conclusive on all parties. Any action to enforce or vacate the arbitrator’s award shall be governed by the Federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the Company or Executive improperly pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for herein, the responding prevailing party shall be entitled in such proceedings to dismissal or injunctive relief regarding such action and recovery of all costs, losses and recover its reasonable attorney’s fees related to together with the costs of such actionproceeding therein incurred. (d) NO PARTY SHALL BE LIABLE TO ANY OTHER PARTY FOR ANY LOSS OF USE, REVENUE OR ANTICIPATED PROFITS, OR FOR ANY INCIDENTAL, UNFORESEEN, SPECIAL PUNITIVE EXHIBIT A OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE CONTEMPLATED TRANSACTIONS.

Governing Law; Arbitration. (ai) This Agreement is made under and shall be governed by and construed in accordance with the laws of Floridathe State of New York, without regard to its conflicts of law principleslaws principles thereof. (bii) With respect Except as otherwise provided in the Restrictive Covenant Agreement, any controversy or claim arising out of or relating to claims by the Company against Executive related to Executive’s threatened or actual breach of Section 6 of this Agreement, each Party hereby irrevocably agrees that all actions Executive’s employment, any termination of employment, compensation or proceedings concerning such disputes may any matters related thereto shall be brought resolved by final and binding arbitration as follows: (i) the arbitration of any dispute required to be adjudicated by the Company Financial Industry Regulatory Authority (“FINRA”) will be conducted in accordance with the FINRA Code of Arbitration Procedure for Industry Disputes and (aii) the United States District Court for the Northern District of Florida; or (b) in any court of the State of Florida sitting in Alachua Countyall claims not required to be adjudicated by FINRA, provided that the United States District Court lacks subject matter jurisdiction over such action or proceeding. Executive consents to jurisdiction of and venue in the courts in the State of Florida set forth in this Section, and hereby waives to the maximum extent permitted by applicable law any objection which Executive may have based on improper venue or forum non conveniens. (c) Except to the extent provided for in subsection (b) above, the Company and Executive agree that any claim, dispute or controversy arising under or in connection with this Agreement, or otherwise in connection with Executive’s employment by the Company or termination of his employment (including, without limitation, any such claim, dispute or controversy arising including discrimination claims under any federal, state or local statutelaw (including claims of harassment and retaliation under those laws), regulation or ordinance or any of the Company’s employee benefit plans, policies or programs) shall will be resolved solely by final and exclusively by binding, confidential, arbitration. The binding arbitration shall be held in Gainesville, Florida (or at such other location as shall be mutually agreed by conducted under the parties). The arbitration shall be conducted in accordance with the Commercial Rules auspices and rules of the American Arbitration Association (the “AAA”) in effect at accordance with and subject to the time AAA Employment Arbitration Rules and Mediation Procedures, in each case, in the Borough of Manhattan, New York City. For the avoidance of doubt, Executive expressly acknowledges that this agreement to arbitrate disputes pursuant to (ii) above includes, but is not limited to, any claims of unlawful discrimination and/or unlawful harassment under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act of 1967, as amended, the Americans with Disabilities Act, as amended, and any other federal, state, or local law relating to discrimination in employment and any claims relating to wage and hour claims or any other statutory or common law claims. Notwithstanding the foregoing, Executive acknowledges and agrees that nothing in this Agreement shall bind Executive or Evercore to arbitrate any dispute which, by law, may not be the subject of a pre-dispute arbitration agreement, including, but not limited to, any claim under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, or any claim to workers compensation or unemployment benefits, and nothing in this Agreement restricts or prohibits Executive or Evercore from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the Securities and Exchange Commission, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. Executive does not need the prior authorization of Evercore to engage in conduct protected by this paragraph, and Executive does not need to notify Evercore that Executive has engaged in such conduct. Each party shall bear his or its own costs of the arbitration or litigation. In the event that the arbitrator determines that Executive has prevailed on substantially all issues in dispute in the arbitration, the Employer shall bear all costs and expenses of Executive with respect to the arbitration (including the Expedited Procedures. All reasonable attorneys’ fees and disbursements of Executive’s counsel); provided, however, that Executive shall bear all costs and expenses of the arbitration, including a transcript if either requests, shall be borne equally by the parties. Each party is responsible for the fees and expenses Employer or any of its own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the party prevails on a claim for which attorney’s fees are recoverable under law). In rendering a decision, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being heard in court. This includes the availability of all remedies that the parties could obtain in court. In addition, all statutes of limitation and defenses that would be applicable in court, will apply affiliates with respect to the arbitration proceeding. The decision (including reasonable attorneys’ fees and disbursements of the Employer’s counsel) in the event that the arbitrator shall be set forth determines that Executive’s claims in writingthe dispute were, and be binding and conclusive on all parties. Any action to enforce in the aggregate, frivolous or vacate the arbitrator’s award shall be governed by the Federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the Company or Executive improperly pursues any claim, dispute or controversy against the other taken in a proceeding other than the arbitration provided for herein, the responding party shall be entitled to dismissal or injunctive relief regarding such action and recovery of all costs, losses and attorney’s fees related to such actionbad faith.

Governing Law; Arbitration. (a) This Agreement is made under and shall be governed by and construed in accordance with the laws of FloridaMaryland, without regard to its conflicts of law principles. (b) With respect to claims by the Company against Executive related to Executive’s 's threatened or actual breach of Section 6 of this Agreement, each Party hereby irrevocably agrees that all actions or proceedings concerning such disputes may be brought by the Company in (a) the United States District Court for the Northern District of FloridaMaryland; or (b) in any court of the State of Florida Maryland sitting in Alachua Xxxxxxxxxx County, provided that the United States District Court Court. lacks subject matter jurisdiction over such action or proceeding. Executive consents to jurisdiction of and venue in the courts in the State of Florida Maryland set forth in this Section, and hereby waives to the maximum extent permitted by applicable law any objection which Executive may have based on improper venue or forum non conveniens. (c) Except to the extent provided for in subsection (b) above, the Company and Executive agree that any claim, dispute or controversy arising under or in connection with this Agreement, or otherwise in connection with Executive’s 's employment by the Company or termination of his employment (including, without limitation, including any such claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of the Company’s 's employee benefit plans, policies or programs) shall be resolved solely and exclusively by binding, confidential, arbitration. The arbitration shall be held in GainesvilleRockville, Florida MD (or at such other location as shall be mutually agreed by the parties). The arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association (the “AAA”) in effect at the time of the arbitration, including the Expedited Procedures. All fees and expenses of the arbitration, including a transcript if either requestsrequests them, shall be borne equally by the parties. Each party is responsible for the fees and expenses of its own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the party prevails on a claim for which attorney’s 's fees are recoverable under law). In rendering a decision, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being heard in court. This includes the availability of all remedies that the parties could obtain in court. In addition, all statutes of limitation and defenses that would be applicable in court, will apply to the arbitration proceeding. The decision of the arbitrator shall be set forth in writing, writing and be binding and conclusive on all parties. Any action to enforce or vacate the arbitrator’s 's award shall be governed by the Federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the Company or Executive improperly pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for herein, the responding party shall be entitled to dismissal or injunctive relief regarding such action and recovery of all costs, losses and attorney’s 's fees related to such action.

Governing Law; Arbitration. (a) This Agreement is made under and shall be governed by and construed in accordance with the laws of FloridaMaryland, without regard to its conflicts of law principles. (b) With respect to claims by the Company against Executive related to Executive’s 's threatened or actual breach of Section 6 of this Agreement, each Party hereby irrevocably agrees that all actions or proceedings concerning such disputes may be brought by the Company in (a) the United States District Court for the Northern District of FloridaMaryland; or (b) in any court of the State of Florida Maryland sitting in Alachua CountyMontgoxxxx Xxxxxy, provided that the United States District Court lacks subject matter jurisdiction over such action or proceeding. Executive consents to jurisdiction of and venue in the courts in the State of Florida Maryland set forth in this Section, and hereby waives to the maximum extent permitted by applicable law any objection which Executive may have based on improper venue or forum non conveniens. (c) Except to the extent provided for in subsection (b) above, the Company and Executive agree that any claim, dispute or controversy arising under or in connection with this Agreement, or otherwise in connection with Executive’s 's employment by the Company or termination of his employment (including, without limitation, any such claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of the Company’s 's employee benefit plans, policies or programs) shall be resolved solely and exclusively by binding, confidential, arbitration. The arbitration shall be held in GainesvilleRockville, Florida MD (or at such other location as shall be mutually agreed by the parties). The arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association (the “"AAA”") in effect at the time of the arbitration, including the Expedited Procedures. All fees and expenses of the arbitration, including a transcript if either requests, shall be borne equally by the parties. Each party is responsible for the fees and expenses of its own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the party prevails on a claim for which attorney’s 's fees are recoverable under law). In rendering a decision, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being heard in court. This includes the availability of all remedies that the parties could obtain in court. In addition, all statutes of limitation and defenses that would be applicable in court, will apply to the arbitration proceeding. The decision of the arbitrator shall be set forth in writing, and be binding and conclusive on all parties. Any action to enforce or vacate the arbitrator’s 's award shall be governed by the Federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the Company or Executive improperly pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for herein, the responding party shall be entitled to dismissal or injunctive relief regarding such action and recovery of all costs, losses and attorney’s 's fees related to such action.

Governing Law; Arbitration. (a) This Agreement is made under and shall be governed by and construed and enforced in accordance with the laws of Florida, the State of Tennessee without regard giving effect to its conflicts the conflict of law principleslaws principles thereof. (b) With respect Any controversy, claim or dispute arising from, out of or relating to claims by the Company against Executive related to Executive’s threatened or actual breach of Section 6 of this Agreement, each Party hereby irrevocably agrees that all actions or proceedings concerning such disputes may be brought by the Company in (a) the United States District Court for the Northern District of Florida; or (b) in any court of the State of Florida sitting in Alachua County, provided that the United States District Court lacks subject matter jurisdiction over such action or proceeding. Executive consents to jurisdiction of and venue in the courts in the State of Florida set forth in this Section, and hereby waives to the maximum extent permitted by applicable law any objection which Executive may have based on improper venue or forum non conveniens. (c) Except to the extent provided for in subsection (b) above, the Company and Executive agree that any claim, dispute or controversy arising under or in connection with this Agreement, or otherwise any breach thereof, including but not limited to any dispute concerning the scope of this arbitration clause, claims based in connection with Executive’s employment by the Company tort or termination contract, claims for discrimination under federal, state or local law, and/or claims for violation of his employment (including, without limitation, any such claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of the Company’s employee benefit plans, policies or programslaw ("Claims") shall be resolved solely and exclusively by binding, confidential, arbitration. The arbitration shall be held in Gainesville, Florida (or at such other location as shall be mutually agreed by the parties). The arbitration shall be conducted in accordance with the Commercial National Rules for the Resolution of Employment Disputes of the American Arbitration Association then in effect. Such arbitration shall take place in the greater Nashville, Tennessee metropolitan area. The arbitrator's award shall be final and binding upon both parties. (c) A demand for arbitration shall be made within a reasonable time after the “AAA”Claim has arisen. In no event shall the demand for arbitration be made after the date when an institution of legal and/or equitable proceedings based on such Claim would be barred by the applicable statute of limitations. Each party to the arbitration will be entitled to be represented by counsel and shall have the right to subpoena witnesses and documents for the arbitration hearing. The arbitrator shall be experienced in employment arbitration and licensed to practice law in the state of Tennessee. The arbitrator shall have the authority to hear and grant a motion to dismiss and/or motion for summary judgment, applying the standards governing such motions under the Federal Rules of Civil Procedure. The arbitrator shall have the power to compel discovery consistent with the Federal Rules of Civil Procedure. (d) in effect at Except as otherwise awarded by the time arbitrator, each party shall pay the fees of its respective attorneys, the expenses of its witnesses and any other expenses connected with presenting its Claim or defense. Except as otherwise awarded by the arbitrator, other costs of arbitration, including the Expedited Procedures. All arbitrator's fees and expenses of the arbitrationexpenses, including a any transcript if either requests, costs or other administrative fees shall be borne paid equally by the parties. (e) Employee acknowledges that his breach or threatened or attempted breach of any provision of Article II of this Agreement would cause irreparable harm to Company not compensable in monetary damages and that Company shall be entitled, in addition to all other applicable remedies, to obtain a temporary and permanent injunction and a decree for specific performance of the terms of Article II from a court of competent jurisdiction without being required to prove damages or furnish any bond or other security. Each party is responsible for The parties agree that Company's seeking such equitable relief from a court of competent jurisdiction will not affect the fees and expenses agreement of its own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the party prevails on a claim for which attorney’s fees are recoverable under law). In rendering a decision, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being heard in court. This includes the availability of all remedies that the parties could obtain in court. In addition, to arbitrate all statutes of limitation and defenses that would be applicable in court, will apply to the arbitration proceedingother matters concerning or arising from this Agreement. The decision parties agree that temporary injunctive relief may be entered by a court of competent jurisdiction pending a hearing in arbitration of any matter relating to or arising from this Agreement. The parties indicate their acceptance of the arbitrator shall be set forth in writing, and be binding and conclusive on all parties. Any action to enforce or vacate the arbitrator’s award shall be governed foregoing arbitration requirement by the Federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the initialing below: --------------------------- ----------------------------- For Company or Executive improperly pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for herein, the responding party shall be entitled to dismissal or injunctive relief regarding such action and recovery of all costs, losses and attorney’s fees related to such action.For Employee

Governing Law; Arbitration. (a) This Agreement is made under and shall be governed by and construed in accordance with the laws of FloridaMaryland, without regard to its conflicts of law principles. (b) With respect to claims by the Company against Executive related to Executive’s threatened or actual breach of Section 6 of this Agreement, each Party hereby irrevocably agrees that all actions or proceedings concerning such disputes may be brought by the Company in (a) the United States District Court for the Northern District of FloridaMaryland; or (b) in any court of the State of Florida Maryland sitting in Alachua Xxxxxxxxxx County, provided that the United States District Court lacks subject matter jurisdiction over such action or proceeding. Executive consents to jurisdiction of and venue in the courts in the State of Florida Maryland set forth in this Section, and hereby waives to the maximum extent permitted by applicable law any objection which Executive may have based on improper venue or forum non conveniens. (c) Except to the extent provided for in subsection (b) above, the Company and Executive agree that any claim, dispute or controversy arising under or in connection with this Agreement, or otherwise in connection with Executive’s employment by the Company or termination of his employment (including, without limitation, any such claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of the Company’s employee benefit plans, policies or programs) shall be resolved solely and exclusively by binding, confidential, arbitration. The arbitration shall be held in GainesvilleRockville, Florida MD (or at such other location as shall be mutually agreed by the parties). The arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association (the “AAA”) in effect at the time of the arbitration, including the Expedited Procedures. All fees and expenses of the arbitration, including a transcript if either requests, shall be borne equally by the parties. Each party is responsible for the fees and expenses of its own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the party prevails on a claim for which attorney’s fees are recoverable under law). In rendering a decision, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being heard in court. This includes the availability of all remedies that the parties could obtain in court. In addition, all statutes of limitation and defenses that would be applicable in court, will apply to the arbitration proceeding. The decision of the arbitrator shall be set forth in writing, and be binding and conclusive on all parties. Any action to enforce or vacate the arbitrator’s award shall be governed by the Federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the Company or Executive improperly pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for herein, the responding party shall be entitled to dismissal or injunctive relief regarding such action and recovery of all costs, losses and attorney’s fees related to such action. If Company and Executive cannot mutually agree on selection of an arbitrator, the AAA rules then in effect regarding arbitrator selection will be used to select an arbitrator.

Governing Law; Arbitration. (a) ). This Agreement is made under and shall be governed by and construed in accordance with the laws of the [State of Florida, ] without regard to its conflicts of law laws principles. It is the Parties’ understanding that Project Invitation Notices will be written in the English language and governed by the laws of the State of Florida; provided, however, that except to the extent that the same are in conflict with the provisions of this Agreement in which case this Agreement shall control. (b) With respect to ). The Parties adopt the principle that disputes, claims by the Company against Executive and controversies arising out of or related to Executive’s threatened or actual breach of Section 6 of this AgreementAgreement (each, each Party hereby irrevocably agrees that all actions or proceedings concerning such disputes may a Dispute) should be brought by the Company in (a) the United States District Court for the Northern District of Florida; or (b) in any court of the State of Florida sitting in Alachua County, provided that the United States District Court lacks subject matter jurisdiction over such action or proceeding. Executive consents regarded as business problems to jurisdiction of and venue in the courts in the State of Florida set forth in this Section, and hereby waives to the maximum extent permitted by applicable law any objection which Executive may have based on improper venue or forum non conveniens. (c) Except to the extent provided for in subsection (b) above, the Company and Executive agree that any claim, dispute or controversy arising under or in connection with this Agreement, or otherwise in connection with Executive’s employment by the Company or termination of his employment (including, without limitation, any such claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of the Company’s employee benefit plans, policies or programs) shall be resolved solely and exclusively by binding, confidential, promptly through business-oriented negotiations before resorting to arbitration. The arbitration Parties will use their best efforts to attempt in good faith to resolve any Dispute promptly by negotiation between the executives of the Parties who have authority to settle the Dispute. In the event the Dispute cannot be resolved by negotiation, then such Dispute shall be held in Gainesville, Florida (or at such other location as shall be mutually agreed settled by the parties). The binding arbitration shall be conducted in accordance with according to the Commercial Arbitration Rules (the Rules) of the American Arbitration Association (the “"AAA”") before a one single Arbitrator. The AAA shall choose such Arbitrator, and the same shall administer the Arbitration in effect at accordance with the time Rules. The Arbitration shall be legally binding, shall take place in Miami, Florida, United States of America and shall be conducted in the Spanish language. Each Party shall bear its own costs and expenses in connection with the Arbitration, but shall share equally in the costs and fees of the arbitration, including Arbitration proceedings. Each Party accepts and submits to the Expedited Procedures. All fees arbitral jurisdiction referenced above and expenses to any court of competent jurisdiction with regard to enforcement of the arbitration, including a transcript if either requests, shall be borne equally by the partiesAward. Each party is responsible for the fees and expenses Party waives any defense or objection that it could have in relation to diplomatic immunity, lack of its own attorneysjurisdiction, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the party prevails on a claim for which attorney’s fees are recoverable under law)or improper venue or competence. In rendering a decision, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being heard Process in court. This includes the availability of all remedies that the parties could obtain in court. In addition, all statutes of limitation and defenses that would be applicable in court, will apply to the arbitration proceeding. The decision of the arbitrator shall be set forth in writing, and be binding and conclusive on all parties. Any action to enforce or vacate the arbitrator’s award shall be governed by the Federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the Company or Executive improperly pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for herein, the responding party shall be entitled to dismissal or injunctive relief regarding such action and recovery of all costs, losses and attorney’s fees related to such actionor proceeding may be served on any Party anywhere in the world.

Governing Law; Arbitration. (a) This Agreement is made under and shall be governed by and construed in accordance with under the laws of Florida, without regard the State of New York as applied to its conflicts of law principlesagreements among New York residents entered into and to be performed entirely within New York. (b) With respect to claims by Notwithstanding subsection (c) below, at the option of the Company, each of the parties hereto agrees for the benefit of the Company against Executive related that any State or Federal court sitting in New York shall have exclusive jurisdiction to Executive’s threatened settle any disputes (including claims for set-off and counterclaims) and enforce any rights which may arise in connection with the validity, effect, interpretation or actual breach of Section 6 of performance of, or the legal relationships established by, this Agreement or otherwise arising in connection with this Agreement, each Party hereby irrevocably agrees that all actions or proceedings concerning such disputes may be brought by the Company in (a) the United States District Court for the Northern District of Florida; or (b) in any court of the State of Florida sitting in Alachua County, provided that the United States District Court lacks subject matter jurisdiction over such action or proceeding. Executive Each party hereto consents to jurisdiction of and venue in the courts in the State of Florida set forth in this SectionNew York Courts and irrevocably waives, and hereby waives to the maximum fullest extent permitted by applicable law law, the defense of an inconvenient forum to the maintenance of any objection which Executive action therein. Each party hereto agrees that the summons and complaint or any other process in any action may have based on improper venue be served by notice given in accordance with Section 10, or forum non conveniensas otherwise permitted by law. Each party hereto irrevocably waives the right to trial by jury. (c) Except Subject to the extent provided for option in favor of the Company set out in subsection (b) above, the Company and Executive agree that any claim, dispute controversy or controversy claim arising under out of or in connection with relating to this Agreement, or otherwise in connection with Executive’s employment by the Company or termination of his employment (including, without limitation, any such claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of the Company’s employee benefit plans, policies or programs) Agreement shall be resolved solely and exclusively determined by binding, confidential, arbitration. The arbitration shall be held in Gainesville, Florida (or at such other location as shall be mutually agreed by the parties). The arbitration shall be conducted in accordance with the Commercial International Arbitration Rules of the American Arbitration Association (the “AAA”) in effect at the time Association. The tribunal shall consist of three arbitrators. The seat of the arbitration, including the Expedited Proceduresarbitration shall be New York. All fees and expenses The language of the arbitration, including a transcript if either requests, arbitration shall be borne equally by English. The parties hereto agree that the parties. Each party is responsible tribunal constituted under this clause shall have the power to grant the relief of specific performance in appropriate circumstances, and further agree, for the fees and expenses avoidance of doubt, that any competent court of its own attorneys, experts, witnesses, and preparation and presentation jurisdiction (including in the courts of proofs and post-hearing briefs (unless the party prevails on a claim People’s Republic of China) may enforce an order of the tribunal for which attorney’s fees are recoverable under law)specific performance. In rendering a decisionBy agreeing to arbitration pursuant to this clause, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being heard parties hereto waive irrevocably their right to any form of appeal, review or recourse to any state court or other judicial authority, in court. This includes the availability of all remedies as far as such waiver may validly be made, save that the parties could obtain do not intend to deprive any competent court of its jurisdiction (including the PRC courts) to issue a pre-arbitral injunction, pre-arbitral attachment or other order in court. In addition, all statutes aid of limitation and defenses that would be applicable in court, will apply to the arbitration proceeding. The decision proceedings or the enforcement of the arbitrator shall be set forth in writing, and be binding and conclusive on all parties. Any action to enforce or vacate the arbitrator’s award shall be governed by the Federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the Company or Executive improperly pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for herein, the responding party shall be entitled to dismissal or injunctive relief regarding such action and recovery of all costs, losses and attorney’s fees related to such actionaward.

Governing Law; Arbitration. (a) This Agreement is made under and shall be governed by and construed in accordance with the laws of Florida, without regard to its conflicts of law principles. (b) With respect to claims and governed by the Company against Executive related to Executive’s threatened or actual breach of Section 6 of this Agreement, each Party hereby irrevocably agrees that all actions or proceedings concerning such disputes may be brought by the Company in (a) the United States District Court for the Northern District of Florida; or (b) in any court law of the State of Florida sitting in Alachua County, provided that the United States District Court lacks subject matter jurisdiction over such action or proceedingNew York. Executive consents to jurisdiction of and venue in the courts in the State of Florida Except solely as set forth in this SectionSection 12.9(b) hereof, and hereby waives to the maximum extent permitted by applicable law any objection which Executive may have based on improper venue each dispute, difference, controversy or forum non conveniens. (c) Except to the extent provided for in subsection (b) above, the Company and Executive agree that any claim, dispute or controversy claim arising under or in connection with this Agreementor related or incidental to, or otherwise in connection with Executive’s employment by question occurring under, this Agreement or the Company or termination of his employment (including, without limitation, any such claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of the Company’s employee benefit plans, policies or programs) subject matter hereof shall be resolved solely and exclusively by binding, confidential, arbitration. The arbitration shall be held in Gainesville, Florida (or at such other location as shall be mutually agreed by the parties). The arbitration shall be conducted in accordance with finally settled under the Commercial Arbitration Rules of the American Arbitration Association (the “"AAA”") by an arbitral tribunal composed of three (3) arbitrators, at least one (1) of whom shall be an attorney experienced in effect corporate transactions, appointed by agreement of the parties hereto in accordance with said Rules. In the event the parties hereto fail to agree upon a panel or arbitrators from the first list of potential arbitrators proposed by the AAA, the AAA will submit a second list in accordance with said Rules. In the event the parties hereto shall have failed to agree upon a full panel of arbitrators from said second list, any remaining arbitrators to be selected shall be appointed by the AAA in accordance with said Rules. If, at the time of the arbitration, including the Expedited Proceduresparties hereto agree in writing to submit the dispute to a single arbitrator, said single arbitrator shall be appointed by agreement of the parties in accordance with the foregoing procedure, or, failing such agreement, by the AAA in accordance with said Rules. All fees The foregoing arbitration proceedings may be commenced by any party hereto by notice to all other parties. The venue of such arbitration shall be New York, New York, or any other place mutually agreed to by all of the parties hereto. (b) The parties hereto hereby exclude any right of appeal or request to modify or vacate the award to any court on the merits of the dispute or otherwise. The provisions of this Section 12.9 may be enforced in, and any award may be submitted for confirmation to, any court having jurisdiction over the award or any of the parties hereto or any of their respective assets, and judgment on the award (including, without limitation, equitable remedies) granted in any arbitration hereunder may be entered in any such court. Nothing contained in this Section 12.9 shall prevent any party hereto from seeking interim measures of protection in the form of pre-award attachment of assets or preliminary or temporary equitable relief. (c) In the event of a dispute between the parties hereto, each party shall present an offer of settlement that shall address all issues in dispute such that adoption of such offer of settlement would conclusively settle all items then in dispute. The arbitral tribunal shall be limited in its decision to choosing between the offers of settlement presented to it. The decision of the arbitral tribunal shall be final and binding on all of the parties hereto and non-appealable. The arbitral tribunal shall decide who shall pay the expenses of the arbitration, including a transcript if either requestswhich, in the event the Seller or the Subsidiaries are held responsible for any portion or all of such expenses prior to the finalization of the Closing Inventory Schedule, shall be borne equally subject to satisfaction by application of the parties. Each party is responsible for the fees and expenses of its own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the party prevails on a claim for which attorney’s fees are recoverable under law). In rendering a decision, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being heard in court. This includes the availability of all remedies that the parties could obtain in court. In addition, all statutes of limitation and defenses that would be applicable in court, will apply Escrowed Amount pursuant to the arbitration proceeding. The decision provisions of the arbitrator shall be set forth in writing, and be binding and conclusive on all parties. Any action to enforce or vacate the arbitrator’s award shall be governed by the Federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the Company or Executive improperly pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for herein, the responding party shall be entitled to dismissal or injunctive relief regarding such action and recovery of all costs, losses and attorney’s fees related to such actionEscrow Agreement.

Governing Law; Arbitration. (a) This Agreement is made under and shall be governed by and construed in accordance with the laws of FloridaAny dispute, without regard to its conflicts of law principles. (b) With respect to claims by the Company against Executive related to Executive’s threatened controversy or actual breach of Section 6 of this Agreementclaim arising under, each Party hereby irrevocably agrees that all actions or proceedings concerning such disputes may be brought by the Company in (a) the United States District Court for the Northern District of Florida; or (b) in any court of the State of Florida sitting in Alachua Countyout of, provided that the United States District Court lacks subject matter jurisdiction over such action or proceeding. Executive consents to jurisdiction of and venue in the courts in the State of Florida set forth in this Section, and hereby waives to the maximum extent permitted by applicable law any objection which Executive may have based on improper venue or forum non conveniens. (c) Except to the extent provided for in subsection (b) above, the Company and Executive agree that any claim, dispute or controversy arising under or in connection with or in relation to this Agreement, or otherwise the breach, termination, validity or enforceability of any provision hereof (a "Dispute"), if not resolved informally through negotiation between the parties, will be submitted to non-binding mediation. The parties will mutually determine who the mediator will be from a list of mediators obtained from the American Arbitration Association office located in connection with Executive’s employment the city determined as set forth below in this Paragraph 15 (the "AAA"). If the parties are unable to agree on the mediator, the mediator will be selected by the Company or termination of his employment (includingAAA. If any Dispute is not resolved through mediation, without limitation, any such claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of the Company’s employee benefit plans, policies or programs) shall it will be resolved solely by final and exclusively by binding, confidential, arbitration. The binding arbitration shall be held in Gainesville, Florida (or at such other location as shall be mutually agreed by the parties). The arbitration shall be conducted in accordance with and subject to the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”) in effect at the time of the arbitration, including the Expedited ProceduresAAA then applicable. All fees and expenses of the arbitration, including a transcript if either requests, shall One arbitrator will be borne equally selected by the parties' mutual agreement or, failing that, by the AAA, and the arbitrator will allow such discovery as is appropriate, consistent with the purposes of arbitration in accomplishing fair, speedy and cost effective resolution of disputes. The arbitrator will reference the rules of evidence of the Federal Rules of Civil Procedure then in effect in setting the scope of discovery, except that no requests for admissions will be permitted and interrogatories will be limited to identifying (a) persons with knowledge of relevant facts and (b) expert witnesses and their opinions and the bases therefor. Judgment upon the award rendered in any such arbitration may be entered in any court having jurisdiction thereof. Any negotiation, mediation or arbitration conducted pursuant to this Paragraph 15 and initiated by CRM or D/S will take place in Philadelphia County, PA, and in Broward County, FL if initiated by ClaimsNet. Other than those matters involving injunctive relief or any action necessary to enforce the award of the arbitrator, the parties agree that the provisions of this Paragraph 15 are a complete defense to any suit, action or other proceeding instituted in any court or before any administrative tribunal with respect to any Dispute or the performance by either party of its obligations herein. Each party is responsible for the fees acknowledges and expenses of its own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the party prevails on a claim for which attorney’s fees are recoverable under law). In rendering a decision, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being heard in court. This includes the availability of all remedies agrees that the other party may seek injunctive relief in order to enforce the covenants set forth in Paragraph 10 or to enforce their respective rights under the Proprietary Software License Agreement and the Trademark License Agreement both dated as of the date hereof. The parties could obtain in court. In addition, all statutes also agree that the AAA Optional Rules for Emergency Measures of limitation and defenses that would be applicable in court, will Protection shall apply to the arbitration proceeding. The decision of the arbitrator shall be set forth in writing, and be binding and conclusive on all parties. Any action to enforce or vacate the arbitrator’s award shall be governed by the Federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the Company or Executive improperly pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for herein, the responding party shall be entitled to dismissal or injunctive relief regarding such action and recovery of all costs, losses and attorney’s fees related to such actionproceedings.

Governing Law; Arbitration. This Agreement, and all claims or causes of action (awhether in contract or tort) This that may be based upon, arise out of or relate in any way to this Agreement is or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related in any way to any representation or warranty made under and in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by and construed in accordance with the internal laws of Florida, without regard to its conflicts of law principles. (b) With respect to claims by the Company against Executive related to Executive’s threatened or actual breach of Section 6 of this Agreement, each Party hereby irrevocably agrees that all actions or proceedings concerning such disputes may be brought by the Company in (a) the United States District Court for the Northern District of Florida; or (b) in any court of the State of Florida sitting in Alachua CountyDelaware, provided that the United States District Court lacks subject matter jurisdiction over such action or proceeding. Executive consents to jurisdiction of and venue in the courts in the State of Florida set forth in this Section, and hereby waives without reference to the maximum extent permitted by applicable choice of law any objection which Executive may have based on improper venue or forum non conveniens. (c) conflicts of law principles thereof. Except to the extent provided for in subsection Section 2.4, all disputes among the parties hereto that may be based upon, arise out of or relate in any way to this Agreement or the negotiation, execution or performance of this Agreement (b) aboveincluding any claim or cause of action based upon, the Company and Executive agree that arising out of or related in any claim, dispute way to any representation or controversy arising under warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) shall, or if not otherwise in connection with Executive’s employment resolved by the Company or termination of his employment (includingdiscussions between such parties, without limitation, any such claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of the Company’s employee benefit plans, policies or programs) shall be resolved solely and exclusively submitted to confidential binding arbitration by binding, confidential, arbitration. The arbitration shall be held in Gainesville, Florida (or at such other location as shall be mutually agreed by the parties). The arbitration shall be conducted in accordance with one neutral arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”) as in effect at on the time date of this Agreement. If the parties shall not have agreed upon the appointment of arbitrators within thirty (30) days of the arbitrationcommencement of arbitration pursuant to this Section 10.5, including the Expedited Proceduresarbitrators shall be selected by the AAA. Each arbitrator shall be a lawyer with at least fifteen (15) years of experience in private equity mergers and acquisitions transactions and knowledgeable and experienced in the applicable laws concerning the subject matter of the dispute. In any case no arbitrator shall be an affiliate, employee, consultant, officer, director or stockholder of any party hereto, or otherwise have any current or previous relationship with either the Buyer or the Sellers or their respective affiliates. The laws of the State of Delaware shall govern any such arbitration proceedings. The arbitration shall be held in Wilmington, Delaware and the proceedings will be conducted in English. In any arbitration proceeding, the parties shall be allowed to conduct reasonable document discovery. Depositions and interrogatories shall not be allowed, except by mutual agreement of the parties or order of the arbitrators based on the requesting party showing both a substantial need for such depositions and interrogatories and that the information sought is not available by alternative methods of discovery. Judgment on any arbitration award may be entered in and enforced by any court of competent jurisdiction. The determination of the arbitrator as to the resolution of any dispute or any other decision to be made by the arbitrator shall be binding and conclusive upon all parties. All rulings of the arbitrator shall be in writing and shall be delivered to the parties except to the extent that the Commercial Arbitration Rules of the AAA provide otherwise. If arbitrated, the arbitrator shall not be given the authority to award fees and costs to the prevailing party (including, but not limited to, legal and accounting costs). The expenses of the arbitration, including a transcript if either requests, any arbitration shall be borne equally by the parties. Each parties to such arbitration, provided that each party is responsible shall pay for and bear the fees and expenses cost of its own attorneys, experts, witnesses, evidence and preparation and presentation of proofs and post-hearing briefs (unless the party prevails on a claim for which attorney’s fees are recoverable under law). In rendering a decision, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being heard in court. This includes the availability of all remedies that the parties could obtain in court. In addition, all statutes of limitation and defenses that would be applicable in court, will apply to the arbitration proceeding. The decision of the arbitrator shall be set forth in writing, and be binding and conclusive on all parties. Any action to enforce or vacate the arbitrator’s award shall be governed by the Federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the Company or Executive improperly pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for herein, the responding party shall be entitled to dismissal or injunctive relief regarding such action and recovery of all costs, losses and attorney’s fees related to such actioncounsel.

Governing Law; Arbitration. (ai) This Agreement is made under and THE INTERNAL SUBSTANTIVE LAWS (AS DISTINGUISHED FROM THE CHOICE OF LAW RULES) OF THE STATE OF CALIFORNIA AND THE UNITED STATES OF AMERICA APPLICABLE TO CONTRACTS MADE AND PERFORMED ENTIRELY IN CALIFORNIA SHALL GOVERN (i) THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, (ii) THE PERFORMANCE BY THE PARTIES OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER, AND (iii) ALL OTHER CAUSES OF ACTION (WHETHER SOUNDING IN CONTRACT OR IN TORT) ARISING OUT OF OR RELATING TO THIS AGREEMENT (OR CONTRACTOR'S ENGAGEMENT AND/OR SERVICES HEREUNDER) OR THE TERMINATION OF THIS AGREEMENT (OR OF CONTRACTOR'S ENGAGEMENT AND/OR SERVICES). (ii) All actions or proceedings arising in connection with, touching upon or relating to this Agreement, the breach thereof and/or the scope of the provisions of this Section 14.4 (a “Proceeding”) shall be governed by submitted to JAMS (“JAMS”) for binding arbitration under its Comprehensive Arbitration Rules and construed 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 (as applicable, the “Rules”) to be held solely in Los Angeles, California, U.S.A., in the English language in accordance with the laws of Florida, without regard to its conflicts of law principlesprovisions below. (ba) With respect to claims Each arbitration shall be conducted by an arbitral tribunal (the “Arbitral Board”) consisting of a single arbitrator who shall be mutually agreed upon by the Company parties. If the parties are unable to agree on an arbitrator, the arbitrator shall be appointed by JAMS. The arbitrator shall be a retired judge with at least ten (10) years experience in commercial matters. The Arbitral Board shall assess the cost, fees and expenses of the arbitration against Executive related to Executive’s threatened or actual breach of Section 6 of this Agreementthe losing party, each Party hereby irrevocably agrees that all actions or proceedings concerning such disputes may be brought by and the Company in (a) the United States District Court for the Northern District of Florida; or (b) prevailing party in any court of the State of Florida sitting in Alachua County, provided that the United States District Court lacks subject matter jurisdiction over such action arbitration or proceeding. Executive consents legal proceeding relating to jurisdiction of and venue in the courts in the State of Florida set forth in this Section, and hereby waives Agreement shall be entitled to the maximum extent permitted by applicable law any objection which Executive may have based on improper venue or forum non conveniens. (c) Except to the extent provided for in subsection (b) above, the Company and Executive agree that any claim, dispute or controversy arising under or in connection with this Agreement, or otherwise in connection with Executive’s employment by the Company or termination of his employment all reasonable expenses (including, without limitation, any reasonable attorney’s fees). Notwithstanding the foregoing, the Arbitral Board may require that such claim, dispute or controversy arising fees be borne in such other manner as the Arbitral Board determines is required in order for this arbitration clause to be enforceable under any federal, state or local statute, regulation or ordinance or any of the Company’s employee benefit plans, policies or programs) applicable law. The parties shall be resolved solely and exclusively by binding, confidential, arbitration. The arbitration shall be held in Gainesville, Florida (or at such other location as shall be mutually agreed by the parties). The arbitration shall be conducted entitled to conduct discovery in accordance with the Commercial Rules Section 1283.05 of the American Arbitration Association California Code of Civil Procedure, provided that (a) the Arbitral Board must authorize all such discovery in advance based on findings that the material sought is relevant to the issues in dispute and that the nature and scope of such discovery is reasonable under the circumstances, and (b) discovery shall be limited to depositions and production of documents unless the Arbitral Board finds that another method of discovery (e.g., interrogatories) is the most reasonable and cost efficient method of obtaining the information sought. Any such discovery shall be subject to the same rules as enumatered by the applicable provisions of the California Code of Civil Procedure for said discovery, except motions to limit or compel discovery shall be made to the Arbitral Board. (b) There shall be a record of the proceedings at the arbitration hearing and the Arbitral Board shall issue a Statement of Decision setting forth the factual and legal basis for the Arbitral Board's decision. If neither party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the Arbitral Board's decision shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the Los Angeles County Superior Court or, in the case of Contractor, such other court having jurisdiction over Contractor, which may be made ex parte, for confirmation and enforcement of the award. If either party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the award of the Arbitral Board shall be appealed to three (3) neutral arbitrators (the “AAA”"Appellate Arbitrators"), each of whom shall have the same qualifications and be selected through the same procedure as the Arbitral Board. The appealing party shall file its appellate brief within thirty (30) in effect at days after its written notice requesting the time appeal and the other party shall file its brief within thirty (30) days thereafter. The Appellate Arbitrators shall thereupon review the decision of the arbitrationArbitral Board applying the same standards of review (and all of the same presumptions) as if the Appellate Arbitrators were a California Court of Appeal reviewing a judgment of the Los Angeles County Superior Court, except that the Appellate Arbitrators shall in all cases issue a final award and shall not remand the matter to the Arbitral Board. The decision of the Appellate Arbitrators shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the Los Angeles County Superior Court or, in the case of Contractor, such other court having jurisdiction over Contractor, which may be made ex parte, for confirmation and enforcement of the award. The party appealing the decision of the Arbitral Board shall pay all costs and expenses of the appeal, including the Expedited Procedures. All fees of the Appellate Arbitrators and the reasonable outside attorneys' fees of the opposing party, unless the decision of the Arbitral Board is reversed, in which event the costs, fees and expenses of the arbitration, including a transcript if either requests, appeal shall be borne equally as determined by the partiesAppellate Arbitrators. (c) Subject to a party's right to appeal pursuant to the above, neither party shall challenge or resist any enforcement action taken by the party in whose favor the Arbitral Board, or if appealed, the Appellate Arbitrators, decided. Each party acknowledges that it is responsible for giving up the fees and expenses of its own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the party prevails on right to a claim for which attorney’s fees are recoverable under law). In rendering a decision, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being heard in trial by jury or court. This includes The Arbitral Board shall have the availability of all remedies that the parties could obtain in courtpower to enter temporary restraining orders and preliminary and permanent injunctions. In addition, all statutes of limitation and defenses that would be applicable in court, will apply to the arbitration proceeding. The decision of the arbitrator shall be set forth in writing, and be binding and conclusive on all parties. Any action to enforce or vacate the arbitrator’s award shall be governed by the Federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the Company or Executive improperly pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for herein, the responding Neither party shall be entitled or permitted to dismissal commence or maintain any action in a court of law with respect to any matter in dispute until such matter shall have been submitted to arbitration as herein provided and then only for the enforcement of the Arbitral Board’s award; provided, however, that prior to the appointment of the Arbitral Board or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief in a court of competent jurisdiction in Los Angeles County, California or, if sought by Company, such other court that may have jurisdiction over Contractor, without thereby waiving its right to arbitration of the dispute or controversy under this section. Notwithstanding anything to the contrary herein, Contractor hereby irrevocably waives any right or remedy to seek and/or obtain injunctive or other equitable relief regarding such action and recovery 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 all costsany motion picture, losses and attorney’s fees production or project related to Company, its parents, subsidiaries and affiliates, or the use, publication or dissemination of any advertising in connection with such actionmotion picture, production or project. All arbitration proceedings (including proceedings before the Appellate Arbitrators) shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The provisions of this Section 14.4 shall supersede any inconsistent provisions of any prior agreement between the parties.

Governing Law; Arbitration. (a) This Agreement is made under and shall to be governed by and construed interpreted in accordance with the laws of Florida, without regard to its conflicts of law principles. (b) With respect to claims by the Company against Executive related to Executive’s threatened or actual breach of Section 6 of this Agreement, each Party hereby irrevocably agrees that all actions or proceedings concerning such disputes may be brought by the Company in (a) the United States District Court for the Northern District of Florida; or (b) in any court of the State of Florida sitting in Alachua CountyCalifornia, provided U.S.A., without giving effect to its principles of conflict of laws. The parties expressly agree that the United States District Court lacks subject matter jurisdiction over such Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Transactions Act shall not apply to this Agreement. Any action or proceeding. Executive consents proceeding arising out of or relating to jurisdiction of and venue in the courts in the State of Florida set forth in this Section, and hereby waives to the maximum extent permitted by applicable law any objection which Executive may have based on improper venue or forum non conveniens. (c) Except to the extent provided for in subsection (b) above, the Company and Executive agree that any claim, dispute or controversy arising under or in connection with this Agreement, or otherwise in connection with Executive’s employment by the Company or termination of his employment (including, without limitation, any such claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of the Company’s employee benefit plans, policies or programs) Agreement shall be resolved solely and exclusively by bindingarbitration in the County of San Diego, confidential, arbitration. The arbitration shall be held in Gainesville, Florida (or at such other location as shall be mutually agreed by the parties). The arbitration shall be conducted California in accordance with the Commercial Rules Dispute Resolution Procedures of the American Arbitration Association (and, in the “AAA”) event either party seeks injunctive or provisional relief, the Optional Rules for Emergency Measures of Protection. The arbitration will be heard and determined by a single arbitrator experienced in effect at the time software industry. The arbitrator’s decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The prevailing party will be entitled to recover its attorneys’ fees and arbitration costs from the other party. The parties agree that the arbitration will be kept confidential and that the existence of the arbitrationproceeding and any element of it (including, including but not limited to, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the Expedited Procedures. All fees and expenses of the arbitrationarbitration panel, including a transcript if either requests, shall except as may lawfully be borne equally by the parties. Each party is responsible for the fees and expenses of its own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the party prevails on a claim for which attorney’s fees are recoverable under law). In rendering a decision, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being heard required in court. This includes the availability of all remedies that the parties could obtain in court. In addition, all statutes of limitation and defenses that would be applicable in court, will apply judicial proceedings relating to the arbitration proceedingor by disclosure rules and regulations of securities regulatory authorities or other governmental agencies. The decision Notwithstanding the foregoing, Licensee acknowledges and agrees that in the event of the arbitrator shall be set forth in writinga breach by Licensee of Sections 2-4 or 11 of this Agreement, BeyondTrust, without limitation of its other rights and be binding and conclusive on all parties. Any action to enforce or vacate the arbitrator’s award shall be governed by the Federal Arbitration Actremedies, if applicable, and otherwise by applicable state law. If either the Company or Executive improperly pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for herein, the responding party shall be entitled to dismissal or seek immediate injunctive relief regarding such action and recovery in any court of all costs, losses and attorney’s fees related to such actioncompetent jurisdiction.

Governing Law; Arbitration. (a) This Agreement is made under and shall be governed by and construed in accordance with the laws of FloridaMaryland, without regard to its conflicts of law principles. (b) With respect to claims by the Company against Executive related to Executive’s threatened or actual breach of Section 6 of this Agreement, each Party hereby irrevocably agrees that all actions or proceedings concerning such disputes may be brought by the Company in (a) the United States District Court for the Northern District of FloridaMaryland; or (b) in any court of the State of Florida Maryland sitting in Alachua Xxxxxxxxxx County, provided that the United States District Court lacks subject matter jurisdiction over such action or proceeding. Executive consents to jurisdiction of and venue in the courts in the State of Florida Maryland set forth in this Section, and hereby waives to the maximum extent permitted by applicable law any objection which Executive may have based on improper venue or forum non conveniens. (c) Except to the extent provided for in subsection (b) above, the Company and Executive agree that any claim, dispute or controversy arising under or in connection with this Agreement, or otherwise in connection with Executive’s employment by the Company or termination of his employment (including, without limitation, including any such claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of the Company’s employee benefit plans, policies or programs) shall be resolved solely and exclusively by binding, confidential, arbitration. The arbitration shall be held in GainesvilleRockville, Florida MD (or at such other location as shall be mutually agreed by the parties). The arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association (the “AAA”) in effect at the time of the arbitration, including the Expedited Procedures. All fees and expenses of the arbitration, including a transcript if either requestsrequests them, shall be borne equally by the parties. Each party is responsible for the fees and expenses of its own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the party prevails on a claim for which attorney’s fees are recoverable under law). In rendering a decision, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being heard in court. This includes the availability of all remedies that the parties could obtain in court. In addition, all statutes of limitation and defenses that would be applicable in court, will apply to the arbitration proceeding. The decision of the arbitrator shall be set forth in writing, writing and be binding and conclusive on all parties. Any action to enforce or vacate the arbitrator’s award shall be governed by the Federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the Company or Executive improperly pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for herein, the responding party shall be entitled to dismissal or injunctive relief regarding such action and recovery of all costs, losses and attorney’s fees related to such action.

Governing Law; Arbitration. (a) This Agreement is made under and shall be governed by construed and construed performed in accordance with the laws of Florida, without regard to its conflicts of law principles. (b) With respect to claims by the Company against Executive related to Executive’s threatened or actual breach of Section 6 of this Agreement, each Party hereby irrevocably agrees that all actions or proceedings concerning such disputes may be brought by the Company in (a) the United States District Court for the Northern District of Florida; or (b) in any court of the State of Florida sitting in Alachua County, provided that Texas. At the United States District Court lacks subject matter jurisdiction over such action or proceeding. Executive consents to jurisdiction request of and venue in the courts in the State of Florida set forth in this Section, and hereby waives to the maximum extent permitted by applicable law any objection which Executive may have based on improper venue or forum non conveniens. (c) Except to the extent provided for in subsection (b) above, the Company and Executive agree that any claim, dispute or controversy arising under or in connection with this Agreement, or otherwise in connection with Executive’s employment by the Company or termination of his employment (including, without limitationeither party, any such claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of between the Company’s employee benefit plans, policies or programs) parties relating to this Agreement shall be resolved solely and exclusively by binding, confidential, arbitration. The submitted to binding arbitration shall be held in Gainesville, Florida (or at such other location as shall be mutually agreed by the parties). The arbitration shall be conducted in accordance with under the Commercial Arbitration Rules of the American Arbitration Association (Association, provided, however, that a party seeking specific performance hereunder pursuant to Section 31 below may pursue such remedy in court. Unless otherwise agreed to by both parties, the “AAA”) location for any arbitration proceedings concerning this Agreement shall be in effect at Brookings County, South Dakota. In the time event that a party initiates a lawsuit in court concerning an arbitrable claim, controversy or dispute, such party shall pay the other party for the costs, including attorneys’ fees that the other party incurs to obtain an order from the court to stay or dismiss the lawsuit or otherwise compel arbitration. The arbitrator shall be authorized to award such relief as is allowed by law. Except as provided below, each party shall be responsible for its own attorneys’ fees incurred during the course of the arbitration, including as well as the Expedited Procedures. All fees and expenses costs of the arbitration, including a transcript if either requests, shall any witnesses or other evidence such party produces or causes to be borne equally by the parties. Each party is responsible for the fees and expenses of its own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the party prevails on a claim for which attorney’s fees are recoverable under law). In rendering a decision, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being heard in court. This includes the availability of all remedies that the parties could obtain in court. In addition, all statutes of limitation and defenses that would be applicable in court, will apply to the arbitration proceedingproduced. The decision award of the arbitrator shall include findings of fact and conclusions of law. Except as required by law, such award shall be set forth in writingkept confidential, and shall be binding final, binding, and conclusive on all the parties. Any action to enforce Judgment on the award may be entered by any court of competent jurisdiction. The prevailing party in the resolution of any dispute (“Dispute Resolution”) concerning this Agreement, any provision hereof or vacate the arbitrator’s award shall be governed by the Federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the Company any actual or Executive improperly pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for herein, the responding party alleged breach shall be entitled to dismissal its reasonable attorneys’ fees, including investigation and costs of discovery, and other costs connected with such Dispute Resolution, in addition to all other recovery or injunctive relief. The prevailing party shall be that party receiving substantially the relief regarding sought or successfully defending substantially the position maintained in the Dispute Resolution, whether or not brought to final award or judgment. The parties agree that in the event of any litigation hereunder, including litigation brought pursuant to Section 31 below, the exclusive venue and place of jurisdiction for such action litigation shall be in the State Courts located in Brookings County, South Dakota, or the Federal District Court for the district encompassing Brookings County, South Dakota, and recovery each party hereto specifically consents and submits to the personal jurisdiction of all costs, losses and attorney’s fees related to such actioncourts.

Governing Law; Arbitration. (a) This Agreement is made under and shall be governed by and construed under the laws of the State of Delaware as applied to agreements among Delaware residents entered into and to be performed entirely within Delaware. Each of the parties hereto agrees that any State or Federal court sitting in Delaware (“Delaware Courts”) shall have exclusive jurisdiction (subject only to Section 8.2(b)) to settle any disputes (including claims for set-off and counterclaims) and enforce any rights which may arise in connection with the validity, effect, interpretation or performance of, or the legal relationships established by, this Agreement or otherwise arising in connection with this Agreement. Each party hereto consents to venue in the Delaware Courts and irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any action therein. Each party hereto agrees that the summons and complaint or any other process in any action may be served by notice given in accordance with Section 8.5, or as otherwise permitted by law. Each party hereto irrevocably waives the laws of Florida, without regard right to its conflicts of law principlestrial by jury. (b) With Notwithstanding the foregoing, in the event that either the Company, the Subsidiary or the New Subsidiary, on the one hand (with respect only to Section 5.10 only), or the Investor, on the other hand, reasonably determines that it is or will be unable to enforce, against the other, a judgment to be obtained from and issued by a Delaware Court with respect to claims by the Company against Executive related a controversy or claim arising out of or relating to Executive’s threatened or actual breach of Section 6 of this Agreement, each Party hereby irrevocably agrees that all actions then at the option of such first party such controversy or proceedings concerning such disputes may be brought by the Company in (a) the United States District Court for the Northern District of Florida; or (b) in any court of the State of Florida sitting in Alachua County, provided that the United States District Court lacks subject matter jurisdiction over such action or proceeding. Executive consents to jurisdiction of and venue in the courts in the State of Florida set forth in this Section, and hereby waives to the maximum extent permitted by applicable law any objection which Executive may have based on improper venue or forum non conveniens. (c) Except to the extent provided for in subsection (b) above, the Company and Executive agree that any claim, dispute or controversy arising under or in connection with this Agreement, or otherwise in connection with Executive’s employment by the Company or termination of his employment (including, without limitation, any such claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of the Company’s employee benefit plans, policies or programs) claim shall be resolved solely and exclusively determined by binding, confidential, arbitration. The arbitration shall be held in Gainesville, Florida (or at such other location as shall be mutually agreed by the parties). The arbitration shall be conducted in accordance with the Commercial International Arbitration Rules of the American Arbitration Association (the “AAA”) in effect at the time Association. The tribunal shall consist of three arbitrators. The seat of the arbitration, including the Expedited Proceduresarbitration shall be New York. All fees and expenses The language of the arbitration, including a transcript if either requests, arbitration shall be borne equally by English. The parties hereto agree that the parties. Each party is responsible tribunal constituted under this clause shall have the power to grant the relief of specific performance in appropriate circumstances, and further agree, for the fees and expenses avoidance of doubt, that any competent court of its own attorneys, experts, witnesses, and preparation and presentation jurisdiction (including in the PRC courts) may enforce an order of proofs and post-hearing briefs (unless the party prevails on a claim tribunal for which attorney’s fees are recoverable under law)specific performance. In rendering a decisionBy agreeing to arbitration pursuant to this clause, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being heard parties hereto waive irrevocably their right to any form of appeal, review or recourse to any state court or other judicial authority, in court. This includes the availability of all remedies as far as such waiver may validly be made, save that the parties could obtain do not intend to deprive any competent court of its jurisdiction (including the PRC courts) to issue a pre-arbitral injunction, pre-arbitral attachment or other order in court. In addition, all statutes aid of limitation and defenses that would be applicable in court, will apply to the arbitration proceeding. The decision proceedings or the enforcement of the arbitrator shall be set forth in writing, and be binding and conclusive on all parties. Any action to enforce or vacate the arbitrator’s award shall be governed by the Federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the Company or Executive improperly pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for herein, the responding party shall be entitled to dismissal or injunctive relief regarding such action and recovery of all costs, losses and attorney’s fees related to such actionaward.

Governing Law; Arbitration. (a) This Agreement is made under and shall be governed by and construed in accordance with the laws of FloridaMaryland, without regard to its conflicts of law principles. (b) With respect to claims by the Company against Executive related to Executive’s 's threatened or actual breach of Section 6 of this Agreement, each Party hereby irrevocably agrees that all actions or proceedings concerning such disputes may be brought by the Company in (a) the United States District Court for the Northern District of FloridaMaryland; or (b) in any court of the State of Florida Maryland sitting in Alachua Montgomery County, provided that the United States District Court lacks subject matter jurisdiction over such action xxxx xxxxon or proceeding. Executive consents to jurisdiction of and venue in the courts in the State of Florida Maryland set forth in this Section, and hereby waives to the maximum extent permitted by applicable law any objection which Executive may have based on improper venue or forum non conveniens. (c) Except to the extent provided for in subsection (b) above, the Company and Executive agree that any claim, dispute or controversy arising under or in connection with this Agreement, or otherwise in connection with Executive’s 's employment by the Company or termination of his employment (including, without limitation, any such claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of the Company’s 's employee benefit plans, policies or programs) shall be resolved solely and exclusively by binding, confidential, arbitration. The arbitration shall be held in GainesvilleRockville, Florida MD (or at such other location as shall be mutually agreed by the parties). The arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association (the “"AAA”") in effect at the time of the arbitration, including the Expedited Procedures. All fees and expenses of the arbitration, including a transcript if either requests, shall be borne equally by the parties. Each party is responsible for the fees and expenses of its own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the party prevails on a claim for which attorney’s 's fees are recoverable under law). In rendering a decision, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being heard in court. This includes the availability of all remedies that the parties could obtain in court. In addition, all statutes of limitation and defenses that would be applicable in court, will apply to the arbitration proceeding. The decision of the arbitrator shall be set forth in writing, and be binding and conclusive on all parties. Any action to enforce or vacate the arbitrator’s 's award shall be governed by the Federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the Company or Executive improperly pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for herein, the responding party shall be entitled to dismissal or injunctive relief regarding such action and recovery of all costs, losses and attorney’s 's fees related to such action. If Company and Executive cannot mutually agree on selection of an arbitrator, the AAA rules then in effect regarding arbitrator selection will be used to select an arbitrator.

Governing Law; Arbitration. (a) This Agreement is made under and shall be governed by and construed in accordance with the laws of FloridaMaryland, without regard to its conflicts of law principles. (b) With respect to claims by the Company against Executive related to Executive’s 's threatened or actual breach of Section 6 of this Agreement, each Party hereby irrevocably agrees that all actions or proceedings concerning such disputes may be brought by the Company in (a) the United States District Court for the Northern District of FloridaMaryland; or (b) in any court of the State of Florida Maryland sitting in Alachua Xxxxxxxxxx County, provided that the United States District Court lacks subject matter jurisdiction over such action or proceeding. Executive consents to jurisdiction of and venue in the courts in the State of Florida Maryland set forth in this Section, and hereby waives to the maximum extent permitted by applicable law any objection which Executive may have based on improper venue or forum non conveniens. (c) Except to the extent provided for in subsection (b) above, the Company and Executive agree that any claim, dispute or controversy arising under or in connection with this Agreement, or otherwise in connection with Executive’s 's employment by the Company or termination of his employment (including, without limitation, any such claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of the Company’s 's employee benefit plans, policies or programs) shall be resolved solely and exclusively by binding, confidential, arbitration. The arbitration shall be held in GainesvilleRockville, Florida MD (or at such other location as shall be mutually agreed by the parties). The arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association (the “"AAA”") in effect at the time of the arbitration, including the Expedited Procedures. All fees and expenses of the arbitration, including a transcript if either requests, shall be borne equally by the parties. Each party is responsible for the fees and expenses of its own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the party prevails on a claim for which attorney’s 's fees are recoverable under law). In rendering a decision, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being heard in court. This includes the availability of all remedies that the parties could obtain in court. In addition, all statutes of limitation and defenses that would be applicable in court, will apply to the arbitration proceeding. The decision of the arbitrator shall be set forth in writing, and be binding and conclusive on all parties. Any action to enforce or vacate the arbitrator’s 's award shall be governed by the Federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the Company or Executive improperly pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for herein, the responding party shall be entitled to dismissal or injunctive relief regarding such action and recovery of all costs, losses and attorney’s 's fees related to such action. If Company and Executive cannot mutually agree on selection of an arbitrator, the AAA rules then in effect regarding arbitrator selection will be used to select an arbitrator.

Governing Law; Arbitration. (a) This All questions concerning the construction, validity, enforcement and interpretation of this Agreement is made under shall be governed by, and shall be governed construed and interpreted in accordance with, the internal laws of the State of Maryland, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Maryland or any other jurisdictions) that would cause the application of the laws of any jurisdiction other than the State of Maryland. Subject to paragraph (b), the Company and iStar hereby agree that (a) any and all litigation arising out of this Agreement shall be conducted only in the Circuit Court for Baltimore City, Maryland, or if that court does not have jurisdiction, the federal court located in Baltimore, Maryland and (b) such courts shall have the exclusive jurisdiction to hear and decide such matters. Each of the Company and iStar accepts, for itself and in respect of its property, expressly and unconditionally, the nonexclusive jurisdiction of such courts and hereby waives any objection that the other party may now or hereafter have to the laying of venue of such actions or proceedings in such courts. Insofar as is permitted under applicable law, this consent to personal jurisdiction shall be self-operative and no further instrument or action, other than service of process in the manner set forth in Section 4.9 hereof or as otherwise permitted by law, shall be necessary in order to confer jurisdiction upon any the Company and construed iStar in any such courts. The Company and iStar hereby agree that the provisions of this Section 4.4 for service of process are intended to constitute a “special arrangement for service” in accordance with the laws provisions of Floridathe Foreign Sovereign Immunities Act of 1976, without regard to its conflicts of law principles. (b28. U.S.C. Section 1608(a)(1) With respect to claims by et seq. Nothing contained herein shall affect the Company against Executive related to Executive’s threatened or actual breach of Section 6 of this Agreement, each Party hereby irrevocably agrees that all actions or proceedings concerning such disputes may be brought by the Company in (a) the United States District Court for the Northern District of Florida; or (b) right serve process in any court of the State of Florida sitting in Alachua County, provided that the United States District Court lacks subject matter jurisdiction over such manner permitted by law or to commence any legal action or proceedingproceeding in any other jurisdiction. Executive consents to jurisdiction Each of and venue in the courts in the State of Florida set forth in this Section, and hereby waives to the maximum extent permitted by applicable law any objection which Executive may have based on improper venue or forum non conveniens. (c) Except to the extent provided for in subsection (b) above, the Company and Executive agree that iStar hereby (i) expressly waives any claimright to a trial by jury in any action or proceeding to enforce or defend any right, dispute power or controversy arising remedy under or in connection with this Agreement, Agreement or otherwise arising from any relationship existing in connection with Executive’s employment this Agreement, and (ii) agrees that any such action shall be tried before a court and not before a jury. (b) Notwithstanding anything to the contrary contained in Section 4.4(a), the Company and iStar hereby agree that the Company and iStar shall have the right to elect to arbitrate and compel arbitration of any dispute hereunder through final and binding arbitration before JAMS (or its successor) (“JAMS”). Any party hereto may commence the arbitration process by filing a written demand for arbitration with JAMS, with a copy to the other; provided, however, that either any party may, without inconsistency with this arbitration provision, apply to any court in accordance with Section 4.4(a) and seek injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Any arbitration to be conducted pursuant to this Section 4.4(b) will be conducted in New York, New York or in the State of Maryland, as determined by the Company or termination of his employment (includingparty initiating the arbitration, without limitationin its sole discretion, any such claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of the Company’s employee benefit plans, policies or programs) shall be resolved solely and exclusively by binding, confidential, arbitration. The arbitration shall be held in Gainesville, Florida (or at such other location as shall be mutually agreed by the parties). The arbitration shall be conducted a three-member Arbitration Panel operating in accordance with the Commercial provisions of JAMS Streamlined Arbitration Rules of the American Arbitration Association (the “AAA”) and Procedures in effect at the time the demand for arbitration is filed. Each of the arbitrationCompany and iStar shall nominate one neutral arbitrator from the JAMS panel of neutrals, including and the Expedited Procedurestwo arbitrators thus nominated shall select the Chair of the Arbitration Panel, also from the JAMS panel of neutrals. All The arbitrators shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, but not limited to, the issuance of an injunction; provided, however, that the arbitration award shall not include factual findings or conclusions of law and no punitive damages shall be awarded. The fees and expenses of the arbitration, including a transcript if either requests, such arbitration shall be borne equally by the parties. Each party is responsible for the fees and expenses of its own attorneysnon-prevailing party, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the party prevails on a claim for which attorney’s fees are recoverable under law). In rendering a decision, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being heard in court. This includes the availability of all remedies that the parties could obtain in court. In addition, all statutes of limitation and defenses that would be applicable in court, will apply to the arbitration proceedingas determined by such arbitration. The decision provisions of the arbitrator shall be set forth in writing, and be binding and conclusive on all parties. Any action to enforce or vacate the arbitrator’s award shall be governed by the Federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the Company or Executive improperly pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for herein, the responding party shall be entitled to dismissal or injunctive relief regarding such action and recovery of all costs, losses and attorney’s fees related to such action.this

Governing Law; Arbitration. (a) This Agreement is made under and shall be governed by and construed in accordance with the laws of Florida, without regard to its conflicts of law principles. (b) With respect to claims by the Company against Executive related to Executive’s threatened or actual breach of Section 6 of this Agreement, each Party hereby irrevocably agrees that all actions or proceedings concerning such disputes may be brought by the Company in (a) the United States District Court for the Northern District of Florida; or (b) in any court of the State of Florida sitting in Alachua County, provided that the United States District Court lacks subject matter jurisdiction over such action or proceeding. Executive consents to jurisdiction of and venue in the courts in the State of Florida set forth in this Section, and hereby waives to the maximum extent permitted by applicable law any objection which Executive may have based on improper venue or forum non conveniens. (c) Except to the extent provided for in subsection (b) above, the Company and Executive agree that any claim, dispute or controversy arising under or in connection with this Agreement, or otherwise in connection with Executive’s employment by the Company or termination of his her employment (including, without limitation, any such claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of the Company’s employee benefit plans, policies or programs) shall be resolved solely and exclusively by binding, confidential, arbitration. The arbitration shall be held in Gainesville, Florida (or at such other location as shall be mutually agreed by the parties). The arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association (the “AAA”) in effect at the time of the arbitration, including the Expedited Procedures. All fees and expenses of the arbitration, including a transcript if either requests, shall be borne equally by the parties. Each party is responsible for the fees and expenses of its own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the party prevails on a claim for which attorney’s fees are recoverable under law). In rendering a decision, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being heard in court. This includes the availability of all remedies that the parties could obtain in court. In addition, all statutes of limitation and defenses that would be applicable in court, will apply to the arbitration proceeding. The decision of the arbitrator shall be set forth in writing, and be binding and conclusive on all parties. Any action to enforce or vacate the arbitrator’s award shall be governed by the Federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the Company or Executive improperly pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for herein, the responding party shall be entitled to dismissal or injunctive relief regarding such action and recovery of all costs, losses and attorney’s fees related to such action.

Governing Law; Arbitration. (a) This 13.1 All questions concerning the construction, validity and interpretation of this Agreement is made under and the performance of the obligations imposed by this Agreement shall be governed by and construed in accordance with the laws internal law, not the law of Floridaconflicts, without regard to its conflicts of law principles. (b) With respect to claims by the Company against Executive related to Executive’s threatened or actual breach of Section 6 of this Agreement, each Party hereby irrevocably agrees that all actions or proceedings concerning such disputes may be brought by the Company in (a) the United States District Court for the Northern District of Florida; or (b) in any court of the State of Florida sitting New York. Subject to Section 13.2, each Stockholder hereby agrees that (a) any and all litigation arising out of this Agreement shall be conducted only in Alachua Countystate or federal courts located in New York City, provided that the United States District Court lacks subject matter jurisdiction over such action or proceeding. Executive consents to jurisdiction of and venue in the courts in the State of Florida set forth in this SectionNew York, and hereby waives to the maximum extent permitted by applicable law any objection which Executive may have based on improper venue or forum non conveniens. (c) Except to the extent provided for in subsection (b) above, such courts shall have the exclusive jurisdiction to hear and decide such matters. Each Stockholder and the Company and Executive agree that hereby (i) expressly waives any claimright to a trial by jury in any action or proceeding to enforce or defend any right, dispute power or controversy arising remedy under or in connection with this Agreement, Agreement or otherwise arising from any relationship existing in connection with Executive’s employment this Agreement, and (ii) agrees that any such action shall be tried before a court and not before a jury. 13.2 Notwithstanding anything to the contrary contained in Section 13.1, each Stockholder hereby agrees that the Company and each Riot Stockholder shall have the right to elect to arbitrate and compel arbitration of any dispute hereunder through final and binding arbitration before JAMS (or its successor) ("JAMS"). The Company or such Riot Stockholder may commence the arbitration process by filing a written demand for arbitration with JAMS, with a copy to the applicable Stockholder(s); provided, however, that either the Company, such Riot Stockholder or such applicable Stockholders(s) may, without inconsistency with this arbitration provision, apply to any court in accordance with Section 13.1 and seek injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Any arbitration to be conducted pursuant to this Section 13.2 will be conducted in New York City, New York, or the State of New York as determined by the Company or termination such Riot Stockholder, as applicable, in its sole discretion, by one neutral arbitrator operating and appointed from the JAMS panel of his employment (including, without limitation, any such claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of the Company’s employee benefit plans, policies or programs) shall be resolved solely and exclusively by binding, confidential, arbitration. The arbitration shall be held in Gainesville, Florida (or at such other location as shall be mutually agreed by the parties). The arbitration shall be conducted neutrals in accordance with the Commercial provisions of JAMS Streamlined Arbitration Rules of the American Arbitration Association (the “AAA”) and Procedures in effect at the time the demand for arbitration is filed. The arbitrator shall have the authority to award any remedy or relief that a court of the arbitrationcompetent jurisdiction could order or grant, including the Expedited Proceduresissuance of an injunction; provided, however, that the arbitration award shall not include factual findings or conclusions of law and no punitive damages shall be awarded. All The fees and expenses of the arbitration, including a transcript if either requests, such arbitration shall be borne equally by the partiesnon-prevailing party, as determined by such arbitration. Each party is responsible for the fees and expenses The provisions of its own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the party prevails on a claim for which attorney’s fees are recoverable under law). In rendering a decision, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being heard in court. This includes the availability of all remedies that the parties could obtain in court. In addition, all statutes of limitation and defenses that would be applicable in court, will apply this Section 13.2 with respect to the arbitration proceedingconducted pursuant to this Section 13.2 before JAMS may be enforced by any court of competent jurisdiction, and the parties seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys' fees, to be paid by the party (or parties) against whom enforcement is ordered. The decision parties agree that this Section 13.2 has been included to rapidly and inexpensively resolve any disputes between them with respect to the matters described herein, and that this Section 13.2 shall be grounds for dismissal of any court action commenced by any party with respect to a dispute arising out of such matters, in the event the Company or a Riot Stockholder elects to compel arbitration. The Company and each Stockholder shall maintain the confidential nature of the arbitrator shall arbitration proceeding and the award, including the hearing, except as may be set forth necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in writingconnection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by applicable law or judicial decision. 13.3 Each Stockholder hereby submits to the personal jurisdiction of such courts described in Section 13.1 and/or JAMS arbitration described in Section 13.2 and be binding waives any objection such Stockholder may now or hereafter have to venue or that such courts and/or JAMS arbitration are inconvenient forums. 13.4 Notwithstanding anything to the contrary in any other agreement between a Stockholder and conclusive on all parties. Any action to enforce the Company or vacate any of its Subsidiaries or other Affiliates or another Stockholder (including an employment agreement, offer letter or restrictive covenant and work made for hire agreement), any dispute arising under or requiring the arbitrator’s award interpretation of this Agreement shall be governed by the Federal Arbitration Act, if applicablethis Agreement, and otherwise by applicable state law. If either the Company or Executive improperly pursues terms of this Agreement shall supersede any claim, dispute or controversy against the conflicting terms in any other in a proceeding other than the arbitration provided for herein, the responding party shall be entitled to dismissal or injunctive relief regarding such action agreement (including any choice of law and recovery of all costs, losses and attorney’s fees related to such actionvenue provisions).

Governing Law; Arbitration. (a) This Agreement, and all claims or causes of action (whether at law, in contract, in tort or otherwise) that may be based upon, arise out of or relate to this Agreement is made under and or the negotiation, execution or performance hereof, shall be governed by and construed in accordance with the laws of Floridathe State of Delaware, without regard giving effect to its conflicts any choice or conflict of law principlesprovision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. (b) With respect In the event of any dispute, controversy or claim arising out of or relating to claims by the Company against Executive related to Executive’s threatened or actual breach of Section 6 of this Agreement, or the enforcement or breach hereof, or any transactions contemplated hereby, the Parties may elect to pursue legal remedies in accordance with Sections 19(b) and (c). In addition, each Party hereby of the Parties irrevocably agrees that all actions any legal action or proceedings concerning such disputes may be proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the Company other Party or its successors or assigns, shall be brought and determined exclusively in (a) the United States District Delaware Court of Chancery, or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware, or, if both the Delaware Court of Chancery and the federal courts within the State of Delaware decline to accept jurisdiction over a particular matter, any other state court within the State of Delaware, and, in each case, any appellate court therefrom. Each of the Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the Northern District personal jurisdiction of Florida; the aforesaid courts and agrees that it will not bring any action relating to this Agreement or (b) any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the State Parties hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of Florida sitting the above named courts for any reason other than the failure to serve in Alachua Countyaccordance with this Section 19, provided (ii) any claim that it or its property is exempt or immune from the United States District Court lacks jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter jurisdiction over hereof, may not be enforced in or by such courts. Each of the Parties agrees that service of process upon such Party in any such action or proceeding. Executive consents to jurisdiction of and venue proceeding shall be effective if such process is given as a notice in the courts in the State of Florida set forth in this Section, and hereby waives to the maximum extent permitted by applicable law any objection which Executive may have based on improper venue or forum non conveniensaccordance with Section 12. (c) Except to the extent provided for in subsection EACH OF THE PARTIES IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY DIRECT OR INDIRECT ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREIN OR THE FINANCING. EACH PARTY (bI) aboveCERTIFIES THAT NO REPRESENTATIVE, the Company and Executive agree that any claimAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, dispute or controversy arising under or in connection with this AgreementEXPRESSLY OR OTHERWISE, or otherwise in connection with Executive’s employment by the Company or termination of his employment THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (includingII) MAKES THIS WAIVER VOLUNTARILY, without limitationAND (III) ACKNOWLEDGES THAT EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, any such claimAMONG OTHER THINGS, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of the Company’s employee benefit plans, policies or programs) shall be resolved solely and exclusively by binding, confidential, arbitration. The arbitration shall be held in Gainesville, Florida (or at such other location as shall be mutually agreed by the parties). The arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association (the “AAA”) in effect at the time of the arbitration, including the Expedited Procedures. All fees and expenses of the arbitration, including a transcript if either requests, shall be borne equally by the parties. Each party is responsible for the fees and expenses of its own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the party prevails on a claim for which attorney’s fees are recoverable under law). In rendering a decision, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being heard in court. This includes the availability of all remedies that the parties could obtain in court. In addition, all statutes of limitation and defenses that would be applicable in court, will apply to the arbitration proceeding. The decision of the arbitrator shall be set forth in writing, and be binding and conclusive on all parties. Any action to enforce or vacate the arbitrator’s award shall be governed by the Federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the Company or Executive improperly pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for herein, the responding party shall be entitled to dismissal or injunctive relief regarding such action and recovery of all costs, losses and attorney’s fees related to such actionTHE MUTUAL WAIVERS CONTAINED IN THIS SECTION 19.

Governing Law; Arbitration. (a) This Agreement is made under and the legal relations between the parties shall be governed by and construed in accordance with the laws of Floridathe State of South Carolina, without regard to its conflicts of law laws principles. (b) With respect . In the event that there shall be a dispute arising out of or relating to claims by the Company against Executive related to Executive’s threatened or actual breach of Section 6 of this Agreement, any document referred to herein or centrally related to the subject matter hereof, or the subject matter of any of the same, the parties agree that such dispute shall be submitted to binding arbitration in Charleston, South Carolina, under the auspices of, and pursuant to the rules of the American Arbitration Association, as then in effect, or such other procedures as the parties may agree to at the time, before a tribunal of three arbitrators, one of which shall be selected by each Party hereby irrevocably agrees that all actions or proceedings concerning such disputes may of the parties to the dispute and the third of which shall be brought selected by the Company in (a) two arbitrators so selected. Any award issued as a result of such arbitration shall be final and binding between the United States District Court for the Northern District of Florida; or (b) in parties, and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. The costs of the State of Florida sitting in Alachua Countyarbitration shall be shared equally by the parties, provided that the United States District Court lacks subject matter jurisdiction over such action or proceeding. Executive consents to jurisdiction of and venue in the courts in the State of Florida set forth in this Sectionfees, and hereby waives to the maximum extent permitted by applicable law any objection which Executive may have based on improper venue or forum non conveniens. (c) Except to the extent provided for in subsection (b) abovecosts, the Company and Executive agree that any claim, dispute or controversy arising under or in connection with this Agreement, or otherwise in connection with Executive’s employment by the Company or termination of his employment (including, without limitation, any such claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of the Company’s employee benefit plans, policies or programs) shall be resolved solely and exclusively by binding, confidential, arbitration. The arbitration shall be held in Gainesville, Florida (or at such other location as shall be mutually agreed by the parties). The arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association (the “AAA”) in effect at the time of the arbitration, including the Expedited Procedures. All fees and expenses of the arbitrationprevailing party (as reasonably determined by the arbitrators), including a transcript if either requestsarbitrators' and reasonable attorney fees incurred in connection with any such arbitration, shall be borne equally paid by the partieslosing party in the event the arbitrators determine the proceeding was brought or defended in bad faith by the losing party. Each party is responsible for the fees The costs and expenses of its own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the prevailing party prevails on a claim for which attorney’s fees are recoverable under law). In rendering a decision, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being heard in court. This includes the availability of all remedies that the parties could obtain in court. In addition, all statutes of limitation and defenses that would be applicable in court, will apply to the arbitration proceeding. The decision of the arbitrator shall be set forth in writing, and be binding and conclusive on all parties. Any action to enforce or vacate the arbitrator’s collecting any such award shall be governed paid by the Federal Arbitration Actnon-prevailing party. In such arbitration proceedings, if applicableeach of the parties shall submit to the arbitrators in writing their respective positions with respect to the dispute for which arbitration proceedings have been commenced, together with such supporting documentation as such party deems necessary or as such arbitrators request. Such arbitrators shall, as soon as practicable after receiving the written positions of both parties and all subsequent supporting documentation requested by such arbitrators, and otherwise after having heard such testimony as they may deem appropriate, render their decisions as to such dispute, which decision shall be in writing and final and binding on, and nonappealable by, (except as provided by applicable state law), the parties hereto. The arbitrators shall issue any injunctive or similar order they deem appropriate. If either the Company or Executive improperly pursues any claim, arbitrators notify the parties that they believe a portion of a dispute or controversy against (which may be the other in a proceeding other than the arbitration provided for hereinentire dispute) is essentially reducible to monetary terms, the responding party arbitrators shall be entitled accept the entire position of one of the parties with respect thereto, it being understood that, in such circumstances, such arbitrators shall have no discretion to dismissal or injunctive relief regarding such action and recovery accept only part of all costs, losses and attorney’s fees related to such actioneither party's position with respect thereto.

Governing Law; Arbitration. (ai) This Agreement is made under and THE INTERNAL SUBSTANTIVE LAWS (AS DISTINGUISHED FROM THE CHOICE OF LAW RULES) OF THE STATE OF CALIFORNIA AND THE UNITED STATES OF AMERICA APPLICABLE TO CONTRACTS MADE AND PERFORMED ENTIRELY IN CALIFORNIA SHALL GOVERN (i) THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, (ii) THE PERFORMANCE BY THE PARTIES OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER, AND (iii) ALL OTHER CAUSES OF ACTION (WHETHER SOUNDING IN CONTRACT OR IN TORT) ARISING OUT OF OR RELATING TO THIS AGREEMENT (OR HP'S ENGAGEMENT AND/OR SERVICES HEREUNDER) OR THE TERMINATION OF THIS AGREEMENT (OR OF HP'S ENGAGEMENT AND/OR SERVICES). (ii) In the event that the parties are unable to agree upon any matters pursuant to this Agreement, all actions or proceedings arising in connection with, touching upon or relating to this Agreement, the breach thereof and/or the scope of the provisions of this Section 17 (a “Proceeding”) shall be governed submitted to JAMS (“JAMS”) for 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 (as applicable, the “Rules”) to be held in Los Angeles, California, U.S.A. if the proceedings are initiated by HP and construed in Dallas, Texas if the proceedings are initiated by Sony, in the English language in accordance with the laws provisions below. (a) Each arbitration shall be conducted by an arbitral tribunal (the “Arbitral Board”) consisting of Floridaa single arbitrator who shall be mutually agreed upon by the parties. If the parties are unable to agree on an arbitrator, without regard the arbitrator shall be appointed by JAMS. Notwithstanding the foregoing, the Arbitral Board may require that such fees be borne in such other manner as the Arbitral Board determines is required in order for this arbitration clause to its conflicts be enforceable under applicable law. The parties shall be entitled to conduct discovery in accordance with Section 1283.05 of law principlesthe California Code of Civil Procedure, provided that (a) the Arbitral Board must authorize all such discovery in advance based on findings that the material sought is relevant to the issues in dispute and that the nature and scope of such discovery is reasonable under the circumstances, and (b) discovery shall be limited to depositions and production of documents unless the Arbitral Board finds that another method of discovery (e.g., interrogatories) is the most reasonable and cost efficient method of obtaining the information sought. (b) With respect There shall be a record of the proceedings at the arbitration hearing and the Arbitral Board shall issue a Statement of Decision setting forth the factual and legal basis for the Arbitral Board's decision. If neither party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the Arbitral Board's decision shall be final and binding as to claims all matters of substance and procedure, and may be enforced by a petition to the Company against Executive related Los Angeles County Superior Court or, in the case of HP, such other court having jurisdiction over HP, which may be made ex parte, for confirmation and enforcement of the award. If either party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the award of the Arbitral Board shall be appealed to Executive’s threatened or actual breach of Section 6 of this Agreementthree (3) neutral arbitrators (the "Appellate Arbitrators"), each Party hereby irrevocably agrees of whom shall have the same qualifications and be selected through the same procedure as the Arbitral Board. The appealing party shall file its appellate brief within thirty (30) days after its written notice requesting the appeal and the other party shall file its brief within thirty (30) days thereafter. The Appellate Arbitrators shall thereupon review the decision of the Arbitral Board applying the same standards of review (and all of the same presumptions) as if the Appellate Arbitrators were a California Court of Appeal reviewing a judgment of the Los Angeles County Superior Court, except that the Appellate Arbitrators shall in all actions or proceedings concerning such disputes cases issue a final award and shall not remand the matter to the Arbitral Board. The decision of the Appellate Arbitrators shall be final and binding as to all matters of substance and procedure, and may be brought enforced by a petition to the Company Los Angeles County Superior Court or, in (a) the United States District Court case of HP, such other court having jurisdiction over HP, which may be made ex parte, for the Northern District of Florida; or (b) in any court confirmation and enforcement of the State of Florida sitting in Alachua County, provided that the United States District Court lacks subject matter jurisdiction over such action or proceeding. Executive consents to jurisdiction of and venue in the courts in the State of Florida set forth in this Section, and hereby waives to the maximum extent permitted by applicable law any objection which Executive may have based on improper venue or forum non conveniensaward. (c) Except Each party acknowledges that it is giving up the right to the extent provided for in subsection (b) above, the Company and Executive agree that any claim, dispute a trial by jury or controversy arising under or in connection with this Agreement, or otherwise in connection with Executive’s employment by the Company or termination of his employment (including, without limitation, any such claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of the Company’s employee benefit plans, policies or programs) shall be resolved solely and exclusively by binding, confidential, arbitrationcourt. The arbitration Arbitral Board shall be held in Gainesvillehave the power to enter temporary restraining orders and preliminary and permanent injunctions. Except for disputes related to intellectual property, Florida (or at such other location as shall be mutually agreed by the parties). The arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association (the “AAA”) in effect at the time of the arbitration, including the Expedited Procedures. All fees and expenses of the arbitration, including a transcript if either requests, shall be borne equally by the parties. Each party is responsible for the fees and expenses of its own attorneys, experts, witnessesconfidentiality, and preparation and presentation of proofs and post-hearing briefs (unless the claims related to third party prevails on a claim for which attorney’s fees are recoverable under law). In rendering a decisionlitigation, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being heard in court. This includes the availability of all remedies that the parties could obtain in court. In addition, all statutes of limitation and defenses that would be applicable in court, will apply to the arbitration proceeding. The decision of the arbitrator shall be set forth in writing, and be binding and conclusive on all parties. Any action to enforce or vacate the arbitrator’s award shall be governed by the Federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the Company or Executive improperly pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for herein, the responding nNeither party shall be entitled or permitted to dismissal commence or maintain any action in a court of law with respect to any matter in dispute until such matter shall have been submitted to arbitration as herein provided and then only for the enforcement of the Arbitral Board’s award; provided, however, that prior to the appointment of the Arbitral Board or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may seek pendente lite relief in a court of competent jurisdiction in Los Angeles County, California or, if sought by Sony, such other court that may have jurisdiction over HP, without thereby waiving its right to arbitration of the dispute or controversy under this section. All arbitration proceedings (including proceedings before the Appellate Arbitrators) shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. Notwithstanding anything to the contrary herein, HP hereby irrevocably waives any right or remedy to seek and/or obtain injunctive or other equitable relief regarding such action and recovery 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 all costsany motion picture, losses and attorney’s fees production or project related to Sony, its parents, subsidiaries and affiliates, or the use, publication or dissemination of any advertising in connection with such actionmotion picture, production or project. The provisions of this Section 17 shall supersede any inconsistent provisions of any prior agreement between the parties.

Governing Law; Arbitration. (a) This Manufacturing Agreement is made under in accordance with and shall be governed by and construed under, and any arbitration or court action hereunder shall apply, the laws of the State of New York, excluding (i) its conflicts of laws principles; (ii) the United Nations Convention on Contracts for the International Sale of Goods; (iii) the 1974 Convention on the Limitation Period in the International Sale of Goods (the “1974 Convention”); and (iv) the Protocol amending the 1974 Convention, done at Vienna, April 11, 1980. Except as otherwise provided in this Manufacturing Agreement, any dispute, controversy or claim arising out of or relating to this Manufacturing Agreement shall be finally decided by binding arbitration conducted in English [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. and in accordance with the laws then-current rules of Floridathe American Arbitration Association (“AAA”), without regard with the location of any proceeding to be conducted in New York, NY unless the Parties agree otherwise. There shall be a tribunal of one (1) arbitrator selected in accordance with AAA rules. The duration of artibtration should not exceed four (4) days, unless mutually agreed to by both Parties. Any award issued by the tribunal shall be final and non-appealable by either Party. The Parties shall bear the costs of such arbitration equally, and the prevailing Party (as determined by the tribunal) in any such arbitration or any judicial enforcement or review proceeding shall be entitled to its conflicts of law principles. (b) With respect reasonable attorneys’ fees and costs in addition to claims any award ordered by the Company against Executive related tribunal. Notwithstanding anything contained in this Section to Executive’s threatened or actual breach of Section 6 of this Agreementthe contrary, each Party hereby shall have the right to institute judicial proceedings against the other Party or anyone acting by, through or under such other Party, in order to enforce the instituting Party’s rights hereunder through reformation of contract, specific performance, injunction or similar equitable relief. Each Party irrevocably agrees that all actions submits to the exclusive jurisdiction of the state courts of the State of New York or proceedings concerning such disputes may be brought by the Company in (a) the United States District Court for located in the Northern Southern District of Florida; or (b) in any court of the State of Florida sitting New York for the purpose of any judicial proceeding between the Parties arising in Alachua County, provided whole or in part under or in connection with this Manufacturing Agreement that is not subject to the United States District Court lacks subject matter jurisdiction over such action or proceeding. Executive consents to jurisdiction of and venue in the courts in the State of Florida set forth in this Sectionpreceding paragraph, and hereby waives to the maximum extent permitted not prohibited by applicable law law, and agrees not to assert, by way of motion, as a defense or otherwise, in any objection which Executive may have based such judicial proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such judicial proceeding brought in one of the above-named courts should be dismissed on improper venue or grounds of forum non conveniens. (c) Except , should be transferred or removed to any court other than one of the extent provided for in subsection (b) above, the Company and Executive agree that any claim, dispute or controversy arising under or in connection with this Agreement-named courts, or otherwise should be stayed by reason of the pendency of some other proceeding in connection with Executive’s employment any other court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by the Company or termination of his employment (includingsuch court, without limitation, and hereby agrees not to commence any such claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of the Company’s employee benefit plans, policies or programs) shall be resolved solely and exclusively by binding, confidential, arbitration. The arbitration shall be held in Gainesville, Florida (or at such other location as shall be mutually agreed by the parties). The arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association (the “AAA”) in effect at the time of the arbitration, including the Expedited Procedures. All fees and expenses of the arbitration, including a transcript if either requests, shall be borne equally by the parties. Each party is responsible for the fees and expenses of its own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the party prevails on a claim for which attorney’s fees are recoverable under law). In rendering a decision, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being heard in court. This includes the availability of all remedies that the parties could obtain in court. In addition, all statutes of limitation and defenses that would be applicable in court, will apply to the arbitration proceeding. The decision of the arbitrator shall be set forth in writing, and be binding and conclusive on all parties. Any action to enforce or vacate the arbitrator’s award shall be governed by the Federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the Company or Executive improperly pursues any claim, dispute or controversy against the other in a judicial proceeding other than before one of the arbitration provided above-named courts. Notwithstanding the previous sentence a party may commence any judicial action in a court other than the above-named courts solely for herein, the responding party shall be entitled to dismissal purpose of enforcing an order or injunctive relief regarding such action and recovery judgment issued by one of all costs, losses and attorney’s fees related to such action.the above-named courts

Governing Law; Arbitration. (a) This Agreement is made under and shall be governed by and construed and enforced in accordance with the laws of Florida, the State of Tennessee without regard giving effect to its conflicts the conflict of law principleslaws principles thereof. (b) With respect Any controversy, claim or dispute arising from, out of or relating to claims by the Company against Executive related to Executive’s threatened or actual breach of Section 6 of this Agreement, each Party hereby irrevocably agrees that all actions or proceedings concerning such disputes may be brought by the Company in (a) the United States District Court for the Northern District of Florida; or (b) in any court of the State of Florida sitting in Alachua County, provided that the United States District Court lacks subject matter jurisdiction over such action or proceeding. Executive consents to jurisdiction of and venue in the courts in the State of Florida set forth in this Section, and hereby waives to the maximum extent permitted by applicable law any objection which Executive may have based on improper venue or forum non conveniens. (c) Except to the extent provided for in subsection (b) above, the Company and Executive agree that any claim, dispute or controversy arising under or in connection with this Agreement, or otherwise any breach thereof, including but not limited to any dispute concerning the scope of this arbitration clause, claims based in connection with Executive’s employment by the Company tort or termination contract, claims for discrimination under federal, state or local law, and/or claims for violation of his employment (including, without limitation, any such claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of the Company’s employee benefit plans, policies or programslaw (“Claims”) shall be resolved solely and exclusively by binding, confidential, arbitration. The arbitration shall be held in Gainesville, Florida (or at such other location as shall be mutually agreed by the parties). The arbitration shall be conducted in accordance with the Commercial National Rules for the Resolution of Employment Disputes of the American Arbitration Association (then in effect. Such arbitration shall take place in the “AAA”) in effect at the time of the arbitrationgreater Nashville, including the Expedited Procedures. All fees and expenses of the arbitration, including a transcript if either requests, shall be borne equally by the parties. Each party is responsible for the fees and expenses of its own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the party prevails on a claim for which attorney’s fees are recoverable under law). In rendering a decision, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being heard in court. This includes the availability of all remedies that the parties could obtain in court. In addition, all statutes of limitation and defenses that would be applicable in court, will apply to the arbitration proceedingTennessee metropolitan area. The decision of the arbitrator shall be set forth in writing, and be binding and conclusive on all parties. Any action to enforce or vacate the arbitrator’s award shall be governed final and binding upon both parties. (c) A demand for arbitration shall be made within a reasonable time after the Claim has arisen. In no event shall the demand for arbitration be made after the date when an institution of legal and/or equitable proceedings based on such Claim would be barred by the Federal Arbitration Act, if applicable, and otherwise by applicable state lawstatute of limitations. If either the Company or Executive improperly pursues any claim, dispute or controversy against the other in a proceeding other than Each party to the arbitration provided for herein, the responding party shall will be entitled to dismissal be represented by counsel and shall have the right to subpoena witnesses and documents for the arbitration hearing. The arbitrator shall be experienced in employment arbitration and licensed to practice law in the state of Tennessee. The arbitrator shall have the authority to hear and grant a motion to dismiss and/ or motion for summary judgment, applying the standards governing such motions under the Federal Rules of Civil Procedure. The arbitrator shall have the power to compel discovery consistent with the Federal Rules of Civil Procedure. (d) Except as otherwise awarded by the arbitrator, each party shall pay the fees of its respective attorneys, the expenses of its witnesses and any other expenses connected with presenting its Claim or defense. Except as otherwise awarded by the arbitrator, other costs of arbitration, including arbitrator’s fees and expenses, any transcript costs or other administrative fees shall be paid equally by the parties. (e) Employee acknowledges that his breach or threatened or attempted breach of any provision of Article II of this Agreement would cause irreparable harm to Company not compensable in monetary damages and that Company shall be entitled, in addition to all other applicable remedies, to obtain a temporary and permanent injunction and a decree for specific performance of the terms of Article II from a court of competent jurisdiction without being required to prove damages or furnish any bond or other security. The parties agree that Company’s seeking such equitable relief from a court of competent jurisdiction will not affect the agreement of the parties to arbitrate all other matters concerning or arising from this Agreement. The parties agree that temporary injunctive relief regarding such action and recovery may be entered by a court of all costs, losses and attorney’s fees related competent jurisdiction pending a hearing in arbitration of any matter relating to such action.or arising from this Agreement. The parties indicate their acceptance of the foregoing arbitration requirement by initialing below: /s/ Xxxxx Xxxxxxxx For Company For Employee

Governing Law; Arbitration. This Agreement shall be governed by, and any arbitration hereunder shall apply, the laws of the Commonwealth of Massachusetts, U.S.A., excluding (a) This Agreement is made under and shall be governed by and construed in accordance with the laws of Florida, without regard to its conflicts of law laws principles. ; (b) With respect to claims by the Company against Executive related to Executive’s threatened or actual breach of Section 6 of this Agreement, each Party hereby irrevocably agrees that all actions or proceedings concerning such disputes may be brought by the Company in (a) the United States District Court Nations Convention on Contracts for the Northern District International Sale of FloridaGoods; or (b) in any court of the State of Florida sitting in Alachua County, provided that the United States District Court lacks subject matter jurisdiction over such action or proceeding. Executive consents to jurisdiction of and venue in the courts in the State of Florida set forth in this Section, and hereby waives to the maximum extent permitted by applicable law any objection which Executive may have based on improper venue or forum non conveniens. (c) Except the 1974 Convention on the Limitation Period in the International Sale of Goods; and (d) the Protocol amending the 1974 Convention, done at Vienna April 11, 1980. Any dispute, controversy or claim arising out of or relating to the extent provided for in subsection (b) abovethis Agreement or to a breach hereof, the Company and Executive agree that any claimincluding its interpretation, dispute performance or controversy arising under or in connection with this Agreementtermination, or otherwise in connection with Executive’s employment by the Company or termination of his employment (including, without limitation, any such claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of the Company’s employee benefit plans, policies or programs) shall be finally resolved solely and exclusively by binding, confidential, arbitration. The arbitration shall be held in Gainesvilleconducted by three (3) arbitrators, Florida (or at such other location as shall one to be mutually agreed appointed by RSA, one to be appointed by You and a third being nominated by the partiestwo arbitrators so selected or, if they cannot agree on a third arbitrator, by the President of the American Arbitration Association ("AAA"). The arbitration shall be conducted in English and in accordance with the Commercial Rules commercial arbitration rules of the American Arbitration Association (AAA, which shall administer the “AAA”) in effect at the time of the arbitration and act as appointing authority. The arbitration, including the Expedited Procedures. All fees and expenses rendering of the arbitration, including a transcript if either requestsaward, shall be borne equally by the parties. Each party is responsible for the fees and expenses of its own attorneystake place in Boston, experts, witnessesMassachusetts, and preparation and presentation of proofs and post-hearing briefs (unless shall be the party prevails on a claim exclusive forum for which attorney’s fees are recoverable under law). In rendering a decisionresolving such dispute, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being heard in court. This includes the availability of all remedies that the parties could obtain in court. In addition, all statutes of limitation and defenses that would be applicable in court, will apply to the arbitration proceedingcontroversy or claim. The decision of the arbitrator arbitrators shall be set forth in writingbinding upon the parties hereto, and the expense of the arbitration (including without limitation the award of attorneys' fees to the prevailing party) shall be binding paid as the arbitrators determine. The decision of the arbitrators shall be executory and conclusive on all partiesjudgment thereon may be entered by any court of competent jurisdiction. Any action Notwithstanding anything contained in this Paragraph 12 to the contrary, RSA shall have the right to institute judicial proceedings against You or anyone acting by, through or under You, in order to enforce RSA's rights hereunder through reformation of contract, specific performance, injunction or vacate the arbitrator’s award shall be governed by the Federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the Company or Executive improperly pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for herein, the responding party shall be entitled to dismissal or injunctive relief regarding such action and recovery of all costs, losses and attorney’s fees related to such actionsimilar equitable relief.

Governing Law; Arbitration. (a) This Agreement is made under and shall be governed by and construed in accordance with the laws domestic Laws of Floridathe State of Delaware, without regard giving effect to its conflicts any choice of law principlesor conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. (b) With respect Any dispute, controversy or claim arising out of or relating to claims by the Company against Executive related to Executive’s threatened or actual breach of Section 6 of this Agreement, each Party hereby irrevocably agrees that all actions the Ancillary Agreements or proceedings concerning such disputes may the documents referred to herein or therein, or the existence, interpretation, breach, termination or validity thereof (“Dispute”), shall be brought referred to and finally resolved by binding arbitration administered by the Company American Arbitration Association’s International Centre for Dispute Resolution (“ICDR”), in accordance with the International Arbitration Rules (athe “Rules”) the United States District Court for the Northern District of Florida; or (b) then in any court of the State of Florida sitting in Alachua Countyeffect, provided that the United States District Court lacks subject matter jurisdiction over such action or proceeding. Executive consents to jurisdiction of and venue in the courts in the State of Florida set forth in except as modified by this Section, and hereby waives to the maximum extent permitted by applicable law any objection which Executive may have based on improper venue or forum non conveniensSection 9.4. (c) Except There will be three (3) arbitrators. Within thirty (30) days of the date of delivery of the Notice of Arbitration, Buyer will appoint one (1) arbitrator and the Sellers (jointly) will appoint another. The third arbitrator, who shall serve as chair of the tribunal, will be appointed by the two party-appointed arbitrators within thirty (30) days of the date of appointment of the second arbitrator. Any arbitrator not timely appointed herein shall be appointed by the ICDR upon the written request of any Party. (d) The arbitration will be held, and the award will be rendered, in San Jose, California, in the English language. (e) By agreeing to arbitration, the parties do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment, or other interim injunctive or equitable Order. In any such action (i) each of the Parties irrevocably and unconditionally consents and submits to the jurisdiction and venue of the Courts of the State of California and the Federal Courts of the United States of America located within San Jose, California (the “California Courts”); (ii) each Party irrevocably waives, to the fullest extent it may effectively do so, any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens or any right of objection to jurisdiction on account of its place of incorporation or domicile, which it may now or hereafter have to the bringing of any such action or proceeding in any California Court; (iii) each of the Parties irrevocably consents to service of process in the manner provided for Notices in Section 9.15 below, or in any other manner permitted by applicable Law; and (iv) EACH OF THE PARTIES WAIVES ANY RIGHT TO TRIAL BY JURY. Without prejudice to such provisional remedies as may be available under the jurisdiction of a court, the arbitral tribunal or, as applicable, the emergency arbitrator (in the manner and to the extent provided permitted by the Rules) shall have full authority to grant provisional remedies and to direct the Parties to request that any court modify or vacate any temporary or preliminary relief issued by such court, and to award damages for the failure of any Party to respect the arbitral tribunal’s or emergency arbitrator’s Orders to that effect. (f) The arbitral tribunal is authorized to award the costs of the arbitration including arbitrator and administrative costs and reasonable attorneys’ fees and to allocate them between the parties to the Dispute. Any monetary award will be expressed in subsection (b) above, the Company and Executive U.S. dollars. The Parties agree that the award of the tribunal will be final and binding upon the Parties and may be enforced in any claimcourt of competent jurisdiction. (g) The Parties agree that the arbitration will be confidential, dispute and thus, neither they nor their employees or controversy arising under or in connection with this AgreementRepresentatives acting on their behalf will issue a press release, hold a press conference, make affirmative statements to the media or otherwise disclose to a third party all information made known and documents produced in connection with Executive’s employment by the Company or termination of his employment (includingarbitration not otherwise in the public domain, without limitation, any such claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any all evidence and materials created for the purpose of the Company’s employee benefit plans, policies or programs) shall be resolved solely arbitration and exclusively by binding, confidential, arbitration. The arbitration shall be held in Gainesville, Florida (or at such other location as shall be mutually agreed by the parties). The arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association (the “AAA”) in effect at the time of all awards arising from the arbitration, including the Expedited Procedures. All fees except and expenses of the arbitration, including a transcript if either requests, shall be borne equally by the parties. Each party is responsible for the fees and expenses of its own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the party prevails on a claim for which attorney’s fees are recoverable under law). In rendering a decision, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being heard in court. This includes the availability of all remedies that the parties could obtain in court. In addition, all statutes of limitation and defenses that would be applicable in court, will apply to the arbitration proceeding. The decision of the arbitrator shall be set forth in writingextent that disclosure is required by applicable Law, and be binding and conclusive on all parties. Any action to protect or pursue a legal right or to enforce or vacate the arbitrator’s challenge an award shall be governed by the Federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the Company in legal proceedings before a court or Executive improperly pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for herein, the responding party shall be entitled to dismissal or injunctive relief regarding such action and recovery of all costs, losses and attorney’s fees related to such actioncompetent judicial authority.

Governing Law; Arbitration. (a) This Agreement is made under and shall be governed by and construed in accordance with the domestic laws of Florida, the State of Nevada without regard giving effect to its conflicts any choice of law principlesor conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Nevada. (b) With respect The parties hereto agree to claims by submit to arbitration any and all matters in dispute or in controversy among them concerning the Company against Executive related to Executive’s threatened or actual breach of Section 6 terms and provisions of this Agreement, each Party hereby irrevocably agrees that all actions or proceedings concerning . 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 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. 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 award rendered shall be final and conclusive upon the parties and adjudgment thereon may be brought by entered in the Company in (a) the United States District Court for the Northern District of Florida; or (b) in any highest court of the State forum, state or federal, having jurisdiction. The fees and expenses of Florida sitting in Alachua County, provided that the United States District Court lacks subject matter jurisdiction over such action or proceeding. Executive consents to jurisdiction Arbitrator and the respective fees and expenses of and venue in the courts in the State of Florida set forth in this Section, and hereby waives to the maximum extent permitted by applicable law any objection which Executive may have based on improper venue or forum non conveniens. (c) Except to the extent provided for in subsection (b) above, the Company and Executive agree that any claim, dispute or controversy arising under or parties hereto in connection with this Agreement, or otherwise in connection with Executive’s employment by the Company or termination of his employment any such arbitration (including, without limitation, any such claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of the Company’s employee benefit plans, policies or programs) shall be resolved solely and exclusively by binding, confidential, arbitration. The arbitration shall be held in Gainesville, Florida (or at such other location as shall be mutually agreed by the parties). The arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association (the “AAA”) in effect at the time of the arbitration, including the Expedited Procedures. All reasonable fees and expenses of the arbitration, including a transcript if either requests, legal counsel and consultants) shall be borne equally paid by the parties. Each party is responsible for the fees and expenses of its own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the party prevails on against whom a claim for which attorney’s fees are recoverable under law). In rendering a decision, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being heard in court. This includes the availability of all remedies that the parties could obtain in court. In addition, all statutes of limitation and defenses that would be applicable in court, will apply to the arbitration proceeding. The decision of the arbitrator shall be set forth in writing, and be binding and conclusive on all parties. Any action to enforce or vacate the arbitrator’s award shall be governed by the Federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the Company or Executive improperly pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for herein, the responding party shall be entitled to dismissal or injunctive relief regarding such action and recovery of all costs, losses and attorney’s fees related to such actionArbitrator is rendered.

Governing Law; Arbitration. (a) This Agreement is made under and shall be governed by construed and construed performed in accordance with the laws of Florida, without regard to its conflicts the state of law principles. (b) With respect to claims by New Mexico. At the Company against Executive related to Executive’s threatened or actual breach request of Section 6 of this Agreement, each Party hereby irrevocably agrees that all actions or proceedings concerning such disputes may be brought by the Company in (a) the United States District Court for the Northern District of Florida; or (b) in any court of the State of Florida sitting in Alachua County, provided that the United States District Court lacks subject matter jurisdiction over such action or proceeding. Executive consents to jurisdiction of and venue in the courts in the State of Florida set forth in this Section, and hereby waives to the maximum extent permitted by applicable law any objection which Executive may have based on improper venue or forum non conveniens. (c) Except to the extent provided for in subsection (b) above, the Company and Executive agree that any claim, dispute or controversy arising under or in connection with this Agreement, or otherwise in connection with Executive’s employment by the Company or termination of his employment (including, without limitationeither party, any such claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of between the Company’s employee benefit plans, policies or programs) parties relating to this Agreement shall be resolved solely and exclusively by binding, confidential, arbitration. The submitted to binding arbitration shall be held in Gainesville, Florida (or at such other location as shall be mutually agreed by the parties). The arbitration shall be conducted in accordance with under the Commercial Arbitration Rules of the American Arbitration Association (Association, provided, however, that a party seeking specific performance hereunder pursuant to Section 30 below may pursue such remedy in court. Unless otherwise agreed to by both parties, the “AAA”) location for any arbitration proceedings concerning this Agreement shall be in effect at Bernalillo County, New Mexico. In the time event that a party initiates a lawsuit in court concerning an arbitrable claim, controversy or dispute, such party shall pay the other party for the costs, including attorneys' fees that the other party incurs to obtain an order from the court to stay or dismiss the lawsuit or otherwise compel arbitration. The arbitrator shall be authorized to award such relief as is allowed by law. Except as provided below, each party shall be responsible for its own attorneys' fees incurred during the course of the arbitration, including as well as the Expedited Procedures. All fees and expenses costs of the arbitration, including a transcript if either requests, shall any witnesses or other evidence such party produces or causes to be borne equally by the parties. Each party is responsible for the fees and expenses of its own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the party prevails on a claim for which attorney’s fees are recoverable under law). In rendering a decision, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being heard in court. This includes the availability of all remedies that the parties could obtain in court. In addition, all statutes of limitation and defenses that would be applicable in court, will apply to the arbitration proceedingproduced. The decision award of the arbitrator shall include findings of fact and conclusions of law. Except as required by law, such award shall be set forth in writingkept confidential, and shall be binding final, binding, and conclusive on all the parties. Any action to enforce Judgment on the award may be entered by any court of competent jurisdiction. The prevailing party in the resolution of any dispute ("Dispute Resolution") concerning this Agreement, any provision hereof or vacate the arbitrator’s award shall be governed by the Federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the Company any actual or Executive improperly pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for herein, the responding party alleged breach shall be entitled to dismissal its reasonable attorneys' fees, including investigation and costs of discovery, and other costs connected with such Dispute Resolution, in addition to all other recovery or injunctive relief. The prevailing party shall be that party receiving substantially the relief regarding sought or successfully defending substantially the position maintained in the Dispute Resolution, whether or not brought to final award or judgment. The parties agree that in the event of any litigation hereunder, including litigation brought pursuant to Section 30 below, the exclusive venue and place of jurisdiction for such action litigation shall be in the State Courts or the Federal District Courts situated in Bernalillo County, New Mexico, and recovery each party hereto specifically consents and submits to the personal jurisdiction of all costs, losses and attorney’s fees related to such actioncourts.

Governing Law; Arbitration. (a) This Agreement is made under and shall be governed by and construed in accordance with under the laws of Florida, without regard the State of Delaware as applied to its conflicts of law principlesagreements among Delaware residents entered into and to be performed entirely within Delaware. (b) With respect Notwithstanding subsection (c) below, at the option of the Holder, each of the parties hereto agrees for the benefit of the Holder that any State or Federal court sitting in Delaware shall have exclusive jurisdiction to settle any disputes (including claims by for set-off and counterclaims) and enforce any rights which may arise in connection with the Company against Executive related to Executive’s threatened validity, effect, interpretation or actual breach of Section 6 of performance of, or the legal relationships established by, this Agreement or otherwise arising in connection with this Agreement, each Party hereby irrevocably agrees that all actions or proceedings concerning such disputes may be brought by the Company in (a) the United States District Court for the Northern District of Florida; or (b) in any court of the State of Florida sitting in Alachua County, provided that the United States District Court lacks subject matter jurisdiction over such action or proceeding. Executive Each party hereto consents to jurisdiction of and venue in the courts in the State of Florida set forth in this SectionDelaware Courts and irrevocably waives, and hereby waives to the maximum fullest extent permitted by applicable law law, the defense of an inconvenient forum to the maintenance of any objection which Executive action therein. Each party hereto agrees that the summons and complaint or any other process in any action may have based on improper venue be served by notice given in accordance with Section 8.4, or forum non conveniensas otherwise permitted by law. Each party hereto irrevocably waives the right to trial by jury. (c) Except Subject to the extent provided for option in favor of the Holder set out in subsection (b) above, the Company and Executive agree that any claim, dispute controversy or controversy claim arising under out of or in connection with relating to this Agreement, or otherwise in connection with Executive’s employment by the Company or termination of his employment (including, without limitation, any such claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of the Company’s employee benefit plans, policies or programs) Agreement shall be resolved solely and exclusively determined by binding, confidential, arbitration. The arbitration shall be held in Gainesville, Florida (or at such other location as shall be mutually agreed by the parties). The arbitration shall be conducted in accordance with the Commercial International Arbitration Rules of the American Arbitration Association (the “AAA”) in effect at the time Association. The tribunal shall consist of three arbitrators. The seat of the arbitration, including the Expedited Proceduresarbitration shall be New York. All fees and expenses The language of the arbitration, including a transcript if either requests, arbitration shall be borne equally by English. The parties hereto agree that the parties. Each party is responsible tribunal constituted under this clause shall have the power to grant the relief of specific performance in appropriate circumstances, and further agree, for the fees and expenses avoidance of doubt, that any competent court of its own attorneys, experts, witnesses, and preparation and presentation jurisdiction (including in the PRC courts) may enforce an order of proofs and post-hearing briefs (unless the party prevails on a claim tribunal for which attorney’s fees are recoverable under law)specific performance. In rendering a decisionBy agreeing to arbitration pursuant to this clause, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being heard parties hereto waive irrevocably their right to any form of appeal, review or recourse to any state court or other judicial authority, in court. This includes the availability of all remedies as far as such waiver may validly be made, save that the parties could obtain do not intend to deprive any competent court of its jurisdiction (including the PRC courts) to issue a pre-arbitral injunction, pre-arbitral attachment or other order in court. In addition, all statutes aid of limitation and defenses that would be applicable in court, will apply to the arbitration proceeding. The decision proceedings or the enforcement of the arbitrator shall be set forth in writing, and be binding and conclusive on all parties. Any action to enforce or vacate the arbitrator’s award shall be governed by the Federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the Company or Executive improperly pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for herein, the responding party shall be entitled to dismissal or injunctive relief regarding such action and recovery of all costs, losses and attorney’s fees related to such actionaward.

Governing Law; Arbitration. (a) This Agreement is made under and shall be governed by by, and construed in accordance with with, the internal laws of Florida, the State of New York without regard giving effect to its principles of conflicts of law principles. (b) With respect to claims by law. Any dispute or controversy between the Company against Executive related and Consultant, arising out of or relating to Executive’s threatened or actual this Agreement, the breach of Section 6 of this Agreement, each Party hereby irrevocably agrees that all actions or proceedings concerning such disputes may be brought by the Company in (a) the United States District Court for the Northern District of Florida; or (b) in any court of the State of Florida sitting in Alachua Countyotherwise, provided that the United States District Court lacks subject matter jurisdiction over such action or proceeding. Executive consents to jurisdiction of and venue in the courts in the State of Florida set forth in this Section, and hereby waives to the maximum extent permitted by applicable law any objection which Executive may have based on improper venue or forum non conveniens. (c) Except to the extent provided for in subsection (b) above, the Company and Executive agree that any claim, dispute or controversy arising under or in connection with this Agreement, or otherwise in connection with Executive’s employment by the Company or termination of his employment (including, without limitation, any such claim, dispute or controversy arising under any federal, state or local statute, regulation or ordinance or any of the Company’s employee benefit plans, policies or programs) shall be resolved solely and exclusively settled by bindingbinding arbitration in New York, confidential, arbitration. The arbitration shall be held in Gainesville, Florida (or at such other location as shall be mutually agreed NY administered by the parties). The arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association (the “AAA”) in accordance with its Rules then in effect at by a single arbitrator. The arbitration requirement applies to all statutory, contractual, and/or common law claims arising from the time employment relationship including, but not limited to, claims arising under Title VII of the Civil Rights Act of 1964; the Age Discrimination in Employment Act; the Equal Pay act of 1963; the Fair Labor Standards Act, the American With Disabilities Act, and other applicable federal and state employment laws. Both the Company and Consultant shall be precluded from bringing or raising in court or another forum any dispute that was or could have been submitted to binding arbitration. This arbitration requirement does not apply to claims for workers’ compensation benefits, claims arising under ERISA, or claims for any provisional or injunctive relief remedies. The parties irrevocably agree to submit to the jurisdiction of the federal and state courts within Florida for any injunctive relief and in connection with any suit arising out of the confirmation or enforcement of any award rendered by the arbitrator, and waive any defense based on forum non-convenes or improper venue with respect thereto. [This conflicts with the earlier portion of this paragraph, which says NY.] Each party shall pay their own attorney’s fees and costs. The arbitrator shall, within thirty (30) days after the conclusion of the arbitration, including issue a written award setting forth the Expedited Proceduresfactual and legal bases for his or her decision and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. All fees No remedy conferred in this Agreement upon the Consultant or the Company is intended to be exclusive of’ any other remedy, and expenses of the arbitration, including a transcript if either requests, each and every such remedy shall be borne equally by the parties. Each party is responsible for the fees cumulative and expenses of its own attorneys, experts, witnesses, and preparation and presentation of proofs and post-hearing briefs (unless the party prevails on a claim for which attorney’s fees are recoverable under law). In rendering a decision, the arbitrator shall apply all legal principles and standards that would govern if the dispute were being heard in court. This includes the availability of all remedies that the parties could obtain in court. In addition, all statutes of limitation and defenses that would be applicable in court, will apply to the arbitration proceeding. The decision of the arbitrator shall be set forth in writing, and be binding and conclusive on all parties. Any action addition to enforce every other remedy conferred herein or vacate the arbitrator’s award shall be governed now or hereafter existing at law or in equity or by the Federal Arbitration Act, if applicable, and otherwise by applicable state law. If either the Company statute or Executive improperly pursues any claim, dispute or controversy against the other in a proceeding other than the arbitration provided for herein, the responding party shall be entitled to dismissal or injunctive relief regarding such action and recovery of all costs, losses and attorney’s fees related to such actionotherwise.