Common use of Governing Law; Dispute Resolution Clause in Contracts

Governing Law; Dispute Resolution. A. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles or rules regarding conflicts of laws (either of the State of California or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of California. B. In the event of any dispute or controversy arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at law.

Governing Law; Dispute Resolution. A. This (a) Resolution of any and all disputes between KCS and one or more of Sellers (each of KCS, on the one hand, and one or more of the Sellers, on the other hand, a "Dispute Party" and together, the "Dispute Parties') arising from or in connection with this Agreement, the Ancillary Agreements or any transactions contemplated by this Agreement or the Ancillary Agreements, whether based on contract, tort, common law, equity, statute, regulation, order or otherwise, ("Disputes") including Disputes arising in connection with claims by third persons, shall be exclusively governed by and construed settled in accordance with the laws provisions of this Section 12.11; provided, that the State foregoing shall not preclude equitable or other judicial relief to enforce the provisions hereof or to preserve the status quo pending resolution of CaliforniaDisputes hereunder. (b) THIS AGREEMENT, without giving effect THE LEGAL RELATIONS BETWEEN THE PARTIES HERETO AND THE ADJUDICATION AND ENFORCEMENT THEREOF, SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF DELAWARE AND THE FEDERAL LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO APPLICABLE CHOICE OF LAW PROVISIONS THEREOF. (c) As to any principles or rules regarding conflicts Dispute which is not resolved in the ordinary course of laws (either of the State of California or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of California. B. In the event of any dispute or controversy arising out of or in any way related to this Agreementbusiness, the matters referred to herein, or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will Dispute Parties shall first attempt in good faith to promptly resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing negotiations between executives. Either of the Dispute Parties may initiate this procedure by delivery of written notice of the Dispute (the "Dispute Notice") to the other party, setting forth the subject other. Not later than 20 days after delivery of the DisputeDispute Notice, one executive of one of the Dispute Parties with authority to settle the Dispute shall meet with the one executive of the other Dispute Party with authority to settle the Dispute at a reasonably acceptable time and place, and thereafter as such executives shall deem reasonably necessary. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to executives shall exchange relevant information and perspectives, and to attempt endeavor to resolve the Dispute. Prior to any such meeting, each Dispute Party's executive shall advise the other as to any individuals who will attend such meeting with the executive. All negotiations pursuant to this Section 12.11(c) shall be confidential and shall be treated as compromise negotiations for purposes of Rule 408 of the Federal Rules of Evidence and similarly under other local or foreign rules of evidence. C. If the (d) Each Dispute is Party hereby agrees to submit all Disputes not resolved by these negotiations, such Dispute shall be settled exclusively by pursuant to Section 12.11(c) hereof to final and binding arbitration in Los AngelesNew York, California New York. Either Dispute Party may initiate such arbitration by delivery of a demand therefor (the "Arbitration Demand") to the other Dispute Party not sooner than 60 days after the date of delivery of the Dispute Notice but promptly thereafter; provided, that if a Dispute Party rejects participation in the procedures provided under Section 12.11(c), the other Dispute Party may initiate arbitration at such earlier time as such rejection shall become reasonably apparent, and, whenever arbitration is initiated, may seek recovery of any damages or expenses arising from such rejection, including attorney's fees and expenses, Arbitration Costs (as defined below) in connection with arbitration hereunder. (i) Three Arbitrators shall be appointed (the "Arbitrators"), one of whom shall be appointed by KCS, one by TMM, and the third of whom, who shall act as the chairman of the arbitral tribunal, shall be appointed by the first two Arbitrators within 10 business days of the first two Arbitrators confirmation by the American Arbitration Association. Each Party agrees that Sellers shall be considered jointly as one side for the purposes of constitution of the arbitration tribunal hereunder. If either Dispute Party fails to appoint an Arbitrator within 10 business days of a request in writing by the other Dispute Party to do so or if the first two Arbitrators cannot agree on the appointment of the third Arbitrator within 10 business days of their confirmation by the American Arbitration Association, then such Arbitrator shall be appointed by the American Arbitration Association in accordance with its Commercial Arbitration Rules. As soon as the arbitration tribunal has been convened, a hearing date shall be set within 15 days thereafter; provided, that the Arbitrators may extend the date of the hearing upon request of any Dispute Party to the extent necessary to insure that such Dispute Party is given a reasonable period of time to prepare for the hearing. Written submittals in the English language shall be presented and exchanged by both Dispute Parties five business days before the hearing date. At such time the Dispute Parties shall also exchange copies of all documentary evidence upon which they will rely at the arbitration hearing and a list of the witnesses whom they intend to call to testify at the hearing. The Arbitrators shall make their determination as promptly as practicable after conclusion of the hearing. (ii) The arbitration shall be conducted in the English language pursuant to the Commercial Arbitration Rules of American Arbitration Association. Notwithstanding the foregoing, (A) each Dispute Party shall have the right to audit the books and records of the other Dispute Party that are reasonably related to the Dispute; (B) each Dispute Party shall provide to the other, reasonably in advance of any hearing, copies of all documents which a Dispute Party intends to present in such hearing; (C) all hearings shall be conducted on an expedited schedule; and (D) all proceedings shall be confidential, except that either Dispute Party may at its expense make a stenographic record thereof. (iii) The Arbitrators shall endeavor to complete all hearings not later than 120 days after their tribunal has been convened, and shall make a final award as promptly as practicable thereafter. Such award shall be communicated, in writing, by the Arbitrators to the Dispute Parties, and shall contain specific findings of fact and conclusions of law in accordance with the then current rules governing law set forth in Section 12.11(c) of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosureAgreement. Any award issued as a result of such arbitration Arbitrators shall be final and binding between upon the parties thereto Parties to this Agreement and shall not be enforceable attacked by any of the Parties to this Agreement in any court of law and may be enforced in any court having jurisdiction, including expressly the courts of the State of Delaware, United States of America, and the courts of the Federal District of Mexico. The Arbitrators shall apportion all costs and expenses of the arbitration, including the Arbitrators' fees and expenses, fees and expenses of experts and fees and expenses of translators ("Arbitration Costs") between the prevailing and non-prevailing Dispute Party as the Arbitrators shall deem fair and reasonable. In circumstances where (A) a Dispute has been asserted or defended against on grounds that the Arbitrators deem manifestly unreasonable, or (B) the non-prevailing Dispute Party has rejected participation in procedures under Section 12.11(c), the Arbitrators may assess all Arbitration Costs against the non-prevailing Dispute Party and may include in the award the prevailing Dispute Party's attorney's fees and expenses in connection with any and all proceedings under this Section 12.11. Notwithstanding the foregoing, in no event may the arbitrator award multiple or punitive damages. (e) Pursuant to an agreement of the Parties hereto or a judicial determination that a Dispute is not subject to final and binding arbitration as set forth in Section 12.11, KCS and each of Sellers irrevocably agrees that any legal action or proceeding against it with respect to this Agreement and any transaction contemplated by this Agreement shall be brought only in the courts of the State of Delaware, or of Federal courts of the United States of America sitting in Delaware, and by execution and delivery of this Agreement, KCS and each of Sellers irrevocably submits to the venue and jurisdiction over of each such court and irrevocably waives any objection or defense such party may have to venue or personal jurisdiction in any such court for the party against whom enforcement is sought. By entering into purpose of resolving any claim, dispute, cause of action arising out of or related to this Agreement (including any claim that the suit or action has been brought in an inconvenient forum and any right to which it may become entitled on account of place of residence or domicile), the alleged breach of this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court enforcement of law or before a jury and waive the right terms of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, the Acquisition, the Ancillary Agreements and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary terms contemplated hereby and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrainedthereby. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense A final judgment in any suit, action or proceeding shall be conclusive and may be enforced in any court where jurisdiction over the Parties may be had or in which the Parties are subject to enforce service of process. (f) Each of the parties hereto irrevocably appoints CT Corporation (the "Process Agent"), at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxx of Xxx Xxxxxx, Xxxxxxxx 00000 (302-658-7581), respectively as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on behalf of each of the parties and their respective properties and revenues, service of copies of the summons and complaint and any provision hereof other process which may be served in any such suit, action or proceeding brought in the State of Delaware, and each of the parties hereto agrees that failure of the other party has Process Agent to give any notice of any such service of process to any of the parties hereto shall not impair or had an adequate remedy at lawaffect the validity of such service or the enforcement of any judgment based thereon.

Governing Law; Dispute Resolution. A. 11.3.1 This Agreement, and any disputes between the Parties related to or arising out of this Agreement shall (including the Parties’ relationship created hereby, the negotiations for and entry into this Agreement, its conclusion, binding effect, amendment, coverage, termination, or the performance or alleged non-performance of a Party of its obligations under this Agreement) (each a “Dispute”), will be governed by and construed in accordance with the laws of the State of California, Delaware without giving effect reference to any choice of law principles or rules regarding conflicts of laws (either of the State of California or any other jurisdiction) thereof that would cause the application of the law laws of any other jurisdiction other than the State of Californiaa different jurisdiction. B. 11.3.2 In the event of any dispute or controversy arising out Dispute, a Party may notify the other Party in writing of or in any way related to this Agreementsuch Dispute, the matters and such Dispute will be promptly referred to herein, [***] (“Senior Officers”) of each of the Parties (or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties their respective designees) who will attempt in use their good faith efforts to resolve through negotiation the Dispute within [***] after it was referred to such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the DisputeSenior Officers. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place such Senior Officers are unable to resolve such dispute within thirty (30) calendar days of the date of the initial notice their first meeting for such negotiations, either Party may seek to have such dispute resolved in order to exchange relevant information and perspectives, and to attempt to resolve the Disputeaccordance with Section 11.3.3. C. If 11.3.3 Any dispute arising under this Agreement, or other legal proceeding relating to this Agreement or the Dispute is enforcement of any provision of this Agreement, if not resolved by these negotiationsthe Senior Officers pursuant to Section 11.3.2, such Dispute shall must be settled brought or otherwise commenced solely and exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules courts of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party competent jurisdiction located in the arbitration proceedingscity of Wilmington, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authorityDelaware. Before making any disclosure permitted by Consistent with the preceding sentence, a party shall give the other party reasonable advance written notice each of the intended disclosure Parties: (a) expressly and an opportunity irrevocably consents and submits to prevent disclosure. Any award issued as a result the jurisdiction of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having courts of competent jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting city of Wilmington, Delaware in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of connection with any such breach, or threatened breach, the breaching party legal proceeding; (b) expressly agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court courts of competent jurisdiction in the city of Wilmington, Delaware shall be deemed to prevent be a convenient forum; and (c) expressly agrees not to assert (by way of motion, as a defense or curtail otherwise), in any such breachlegal proceeding commenced in the courts of competent jurisdiction in the city of Wilmington, or threatened breachDelaware, and any claim that such Party is not subject personally to specific performance the jurisdiction of any covenant contained hereinsuch court, that such legal proceeding has been brought in each case without the proof of actual damage or any bond or similar security being postedan inconvenient forum, in order that the breach, or threatened breach, venue of such provisions may be effectively restrained. The parties agree proceeding is improper or that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will the subject matter of this Agreement may not assert as a claim be enforced in or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at lawby such court.

Governing Law; Dispute Resolution. A. This 11.1 It is the intent of the parties hereto that all questions with respect to the construction of this Agreement and the rights and liabilities of the parties hereunder shall be governed by and construed determined in accordance with the laws of the State of CaliforniaDelaware, without giving effect regard to any principles or rules regarding of conflicts of laws (either of the State of California or any other jurisdiction) thereof that would cause call for the application of the substantive law of any other jurisdiction other than the State of CaliforniaDelaware. B. In 11.2 Each party irrevocably agrees for the event exclusive benefit of the other that any and all suits, actions or proceedings relating to Sections 5, 6 or 7 of this Agreement (a “Proceeding”) shall be maintained in either the courts of the State of Delaware or the federal District Courts sitting in Wilmington, Delaware (collectively, the “Chosen Courts”) and that the Chosen Courts shall have exclusive jurisdiction to hear and determine or settle any such Proceeding and that any such Proceedings shall only be brought in the Chosen Courts. Each party irrevocably waives any objection that it may have now or hereafter to the laying of the venue of any dispute Proceedings in the Chosen Courts and any claim that any Proceedings have been brought in an inconvenient forum and further irrevocably agrees that a judgment in any Proceeding brought in the Chosen Courts shall be conclusive and binding upon it and may be enforced in the courts of any other jurisdiction. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance on Section 2708 of Title 6 of the Delaware Code. Each of the parties hereto irrevocably and unconditionally agrees (i) that, to the extent such party is not otherwise subject to service of process in the State of Delaware, it will appoint (and maintain an agreement with respect to) an agent in the State of Delaware as such party’s agent for acceptance of legal process and notify the other parties hereto of the name and address of said agent, (ii) that service of process may also be made on such party by pre-paid certified mail with a validated proof of mailing receipt constituting evidence of valid service sent to such party at the address set forth in Section 10 of this Agreement, as such address may be changed from time to time pursuant hereto, and (iii) that service made pursuant to clause (i) or (ii) above shall, to the fullest extent permitted by applicable law, have the same legal force and effect as if served upon such party personally within the State of Delaware. 11.3 Any controversy or claim arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant to any other provision of this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final final, binding and binding non-appealable arbitration in Los AngelesWilmington, California Delaware by a single arbitrator. Subject to the following provisions, the arbitration shall be conducted in accordance with the then current applicable rules of JAMS then in effect. Any award entered by the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement arbitrator shall be decided final, binding and non-appealable and judgment may be entered thereon by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings either party in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party law in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may jurisdiction. This arbitration provision shall be effectively restrainedspecifically enforceable. The parties agree that arbitrator shall have no authority to modify any provision of this Agreement or to award a remedy for a dispute involving this Agreement other than a benefit specifically provided under or by virtue of the Agreement. Each party shall be in addition responsible for its own expenses relating to all other remedies set forth in the Agreement conduct of the arbitration or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that litigation (including reasonable attorneys’ fees and expenses) and shall share the other party has or had an adequate remedy at lawfees of JAMS and the arbitrator, if applicable, equally.

Governing Law; Dispute Resolution. A. This (a) Resolution of any and all disputes between KCS, on the one hand, and one or more of GTMM or TFM, on the other hand (each of KCS, on the one hand, and one or more of GTMM or TFM, on the other hand, a "Dispute Party" and together, the "Dispute Parties") arising from or in connection with this Agreement or any transactions contemplated by this Agreement, whether based on contract, tort, common law, equity, statute, regulation, order or otherwise, ("Disputes") including Disputes arising in connection with claims by third persons, shall be exclusively governed by and construed settled in accordance with the laws provisions of this §11.10; provided, that the State foregoing shall not preclude equitable or other judicial relief to enforce the provisions hereof or to preserve the status quo pending resolution of CaliforniaDisputes hereunder. (b) THIS AGREEMENT, without giving effect THE LEGAL RELATIONS BETWEEN THE PARTIES HERETO AND THE ADJUDICATION AND ENFORCEMENT THEREOF, SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF DELAWARE AND THE FEDERAL LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO APPLICABLE CHOICE OF LAW PROVISIONS THEREOF. (c) As to any principles or rules regarding conflicts Dispute which is not resolved in the ordinary course of laws (either of the State of California or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of California. B. In the event of any dispute or controversy arising out of or in any way related to this Agreementbusiness, the matters referred to herein, or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will Dispute Parties shall first attempt in good faith to promptly resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing negotiations between executives. Either of the Dispute Parties may initiate this procedure by delivery of written notice of the Dispute (the "Dispute Notice") to the other party, setting forth the subject other. Not later than 20 days after delivery of the DisputeDispute Notice, one executive of one of the Dispute Parties with authority to settle the Dispute shall meet with the one executive of the other Dispute Party with authority to settle the Dispute at a reasonably acceptable time and place, and thereafter as such executives shall deem reasonably necessary. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to executives shall exchange relevant information and perspectives, and to attempt endeavor to resolve the Dispute. Prior to any such meeting, each Dispute Party's executive shall advise the other as to any individuals who will attend such meeting with the executive. All negotiations pursuant to this §11.10(c) shall be confidential and shall be treated as compromise negotiations for purposes of Rule 408 of the Federal Rules of Evidence and similarly under other local or foreign rules of evidence. C. If the (d) Each Dispute is Party hereby agrees to submit all Disputes not resolved by these negotiations, such Dispute shall be settled exclusively by pursuant to §11.10(c) hereof to final and binding arbitration in Los AngelesNew York, California New York. Either Dispute Party may initiate such arbitration by delivery of a demand therefor (the "Arbitration Demand") to the other Dispute Party not sooner than 60 days after the date of delivery of the Dispute Notice but promptly thereafter; provided, that if a Dispute Party rejects participation in the procedures provided under §11.10(c), the other Dispute Party may initiate arbitration at such earlier time as such rejection shall become reasonably apparent, and, whenever arbitration is initiated, may seek recovery of any damages or expenses arising from such rejection, including attorney's fees and expenses, Arbitration Costs (as defined below) in connection with arbitration hereunder. (i) Three Arbitrators shall be appointed (the "Arbitrators"), one of whom shall be appointed by KCS, one by GTMM, and the third of whom, who shall act as the chairman of the arbitral tribunal, shall be appointed by the first two Arbitrators within 10 business days of the first two Arbitrators confirmation by the American Arbitration Association. If either Dispute Party fails to appoint an Arbitrator within 10 business days of a request in writing by the other Dispute Party to do so or if the first two Arbitrators cannot agree on the appointment of the third Arbitrator within 10 business days of their confirmation by the American Arbitration Association, then such Arbitrator shall be appointed by the American Arbitration Association in accordance with its International Arbitration Rules. As soon as the arbitration tribunal has been convened, a hearing date shall be set within 15 days thereafter; provided, that the Arbitrators may extend the date of the hearing upon request of any Dispute Party to the extent necessary to insure that such Dispute Party is given a reasonable period of time to prepare for the hearing. Written submittals in the English language shall be presented and exchanged by both Dispute Parties five business days before the hearing date. At such time the Dispute Parties shall also exchange copies of all documentary evidence upon which they will rely at the arbitration hearing and a list of the witnesses whom they intend to call to testify at the hearing. The Arbitrators shall make their determination as promptly as practicable after conclusion of the hearing. (ii) The arbitration shall be conducted in the English language pursuant to the Commercial Arbitration Rules of American Arbitration Association. Notwithstanding the foregoing, (A) each Dispute Party shall have the right to audit the books and records of the other Dispute Party that are reasonably related to the Dispute; (B) each Dispute Party shall provide to the other, reasonably in advance of any hearing, copies of all documents which a Dispute Party intends to present in such hearing; (C) all hearings shall be conducted on an expedited schedule; and (D) all proceedings shall be confidential, except that either Dispute Party may at its expense make a stenographic record thereof. (iii) The Arbitrators shall endeavor to complete all hearings not later than 120 days after their tribunal has been convened, and shall make a final award as promptly as practicable thereafter. Such award shall be communicated, in writing, by the Arbitrators to the Dispute Parties, and shall contain specific findings of fact and conclusions of law in accordance with the then current rules governing law set forth in §11.10(c) of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosureAgreement. Any award issued as a result of such arbitration Arbitrators shall be final and binding between upon the parties thereto Parties to this Agreement and shall not be enforceable attacked by any of the Parties to this Agreement in any court of law and may be enforced in any court having jurisdiction, including expressly the courts of the State of Delaware, United States of America, and the courts of the Federal District of Mexico. The Arbitrators shall apportion all costs and expenses of the arbitration, including the Arbitrators' fees and expenses, fees and expenses of experts and fees and expenses of translators ("Arbitration Costs") between the prevailing and non-prevailing Dispute Party as the Arbitrators shall deem fair and reasonable. In circumstances where (A) a Dispute has been asserted or defended against on grounds that the Arbitrators deem manifestly unreasonable, or (B) the non-prevailing Dispute Party has rejected participation in procedures under §11.10(c), the Arbitrators may assess all Arbitration Costs against the non-prevailing Dispute Party and may include in the award the prevailing Dispute Party's attorney's fees and expenses in connection with any and all proceedings under this §11.10. Notwithstanding the foregoing, in no event may the arbitrator award multiple or punitive damages. (e) Pursuant to an agreement of the Parties or a judicial determination that a Dispute is not subject to final and binding arbitration as set forth in §11.10, KCS and each of GTMM and TFM irrevocably agrees that any legal action or proceeding against it with respect to this Agreement and any transaction contemplated by this Agreement shall be brought only in the courts of the State of Delaware, or of Federal courts of the United States of America sitting in Delaware, and by execution and delivery of this Agreement, KCS and each of GTMM and TFM irrevocably submits to the venue and jurisdiction over of each such court and irrevocably waives any objection or defense such party may have to venue or personal jurisdiction in any such court for the party against whom enforcement is sought. By entering into purpose of resolving any claim, dispute, cause of action arising out of or related to this Agreement (including any claim that the suit or action has been brought in an inconvenient forum and any right to which it may become entitled on account of place of residence or domicile), the alleged breach of this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court enforcement of law or before a jury the terms of this Agreement and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrainedterms contemplated hereby. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense A final judgment in any suit, action or proceeding shall be conclusive and may be enforced in any court where jurisdiction over the Parties may be had or in which the Parties are subject to enforce service of process. (f) Each of the Parties irrevocably appoints CT Corporation (the "Process Agent"), at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxx of Xxx Xxxxxx, Xxxxxxxx 00000 (302-658-7581), as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on behalf of each of the Parties and their respective properties and revenues, service of copies of the summons and complaint and any provision hereof other process which may be served in any such suit, action or proceeding brought in the State of Delaware, and each of the Parties agrees that failure of the other party has Process Agent to give any notice of any such service of process to any of the Parties shall not impair or had an adequate remedy at lawaffect the validity of such service or the enforcement of any judgment based thereon.

Governing Law; Dispute Resolution. A. This Agreement shall will be governed by by, and construed in accordance with with, the laws Laws of the State of CaliforniaNew York (except that the NRS shall govern (a) the internal affairs of the Company and Merger Sub and any other entities that are organized and existing under the Laws of the State of Nevada, including the fiduciary duties of the directors and officers thereof, (b) the Merger, and (c) all other provisions of, or transactions contemplated by, this Agreement, or any other matters, to which the NRS mandatorily applies), without giving effect to any applicable principles or rules regarding conflicts of conflict of laws (either of the State of California or any other jurisdiction) that would cause the application Laws of another jurisdiction to govern this Agreement. Each of the law parties hereto irrevocably agrees that any Action 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 hereunder brought by the other party hereto or its successors or assigns shall be brought and determined in any federal court located in the Borough of Manhattan, in The City of New York, or the New York State Supreme Court Commercial Division in and for New York County, New York. Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 9.02 or in such other manners as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Action relating to this Agreement or any of the Transactions in any court or tribunal other than the State aforesaid courts. Each of California. B. In the event parties hereto irrevocably waives, and agrees not to assert, by way of any dispute motion, as a defense, counterclaim or controversy arising out of or otherwise, in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant Action with respect to this Agreement (eachand the rights and obligations arising hereunder, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations or for recognition and enforcement of any Dispute by providing written notice judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the other party, setting forth the subject jurisdiction of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution aforesaid courts for any reason other than the failure to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration serve process in accordance with this Agreement shall be decided by one Section 9.08, (1ii) neutral arbitrator who any claim that it or its property is a retired judge exempt or attorney licensed immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to practice law judgment, attachment in California with at least fifteen aid of execution of judgment, execution of judgment or otherwise) and (15iii) years of experience in complex commercial transactions. If to the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure fullest extent permitted by applicable Law, any claim that (x) the preceding sentenceAction in such court is brought in an inconvenient forum, a party shall give (y) the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result venue of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement Action is sought. By entering into improper or (z) this Agreement, or the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D subject matter hereof, which shall may not be resolved exclusively enforced in the state or federal courts sitting in the County of Los Angelesby such courts. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at law.

Governing Law; Dispute Resolution. A. This Agreement shall be governed by interpreted and construed in accordance with the substantive laws (excluding its conflicts of law and choice of law provisions) of the State of CaliforniaNew York and the United States of America with the same force and effect as if fully executed and to be fully performed therein. All actions or proceedings arising in connection with, without giving effect to any principles touching upon or rules regarding conflicts of laws (either of the State of California or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of California. B. In the event of any dispute or controversy arising out of or in any way related relating to this Agreement, the matters referred to herein, or breach thereof and/or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject scope of the Dispute. The recipient provisions of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute Section13.11 shall be settled exclusively by submitted to JAMS for final and binding arbitration under its Comprehensive Arbitration Rules and Procedures if the matter in Los Angelesdispute is over $250,000 or under its Streamlined Arbitration Rules and Procedures if the matter in dispute is $250,000 or less, California to be held in New York, New York, before a single arbitrator who shall be a retired judge, in accordance with the then current rules New York Civil Practice Law & Rules Section 7501 et seq. The arbitrator shall be selected by mutual agreement of the American Arbitration Association (“AAA”)parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS. The parties agree that Notwithstanding the foregoing, if any and all Disputes that are submitted to arbitration action or proceeding arising under or in accordance connection with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years alleges the infringement of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said either party’s intellectual property rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in to such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party proceeding will have available the right to preliminary opt out of arbitration and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any have such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth action heard in the Agreement applicable federal or as set forth hereinstate court in New York, New York. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at lawTHE PARTIES HEREBY WAIVE THEIR RIGHT TO JURY TRIAL WITH RESPECT TO ALL CLAIMS AND ISSUES ARISING UNDER, IN CONNECTION WITH, TOUCHING UPON OR RELATING TO THIS AGREEMENT, THE BREACH THEREOF AND/OR THE SCOPE OF THE PROVISIONS OF THIS ARTICLE, WHETHER SOUNDING IN CONTRACT OR TORT, AND INCLUDING ANY CLAIM FOR FRAUDULENT INDUCEMENT THEREOF.

Governing Law; Dispute Resolution. A. (a) This Agreement shall be interpreted, construed and governed by and construed in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof, except that the following matters arising out of or relating to this Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the nonexclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the undertaking, property and liabilities of Merger Sub in the Surviving Corporation, the cancellation of the Shares, the rights provided for in Section 238 of the Cayman Companies Law with respect to any Dissenting Shares, the fiduciary or other duties of the Company Board and the directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. (b) All Actions arising under the laws of the State of CaliforniaNew York out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City of New York; provided, without giving effect however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Each of the parties hereto agrees that serving of process or other papers in connection with any such Action in any manner permitted by Section 10.02 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby (a) submit to the exclusive jurisdiction of any principles federal or rules regarding conflicts state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws (either of the State of California New York out of or relating to this Agreement brought by any other jurisdictionparty hereto and (b) irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action 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 (i) any claim that would cause it is not personally subject to the application jurisdiction of the law of aforesaid courts for any other jurisdiction reason other than the State of California. B. In the event of any dispute or controversy arising out of or in any way related failure to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration serve process in accordance with this Agreement shall be decided by one Section 10.07(b), (1ii) neutral arbitrator who any claim that it or its property is a retired judge exempt or attorney licensed immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to practice law judgment, attachment in California with at least fifteen aid of execution of judgment, execution of judgment or otherwise) and (15iii) years of experience in complex commercial transactions. If to the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure fullest extent permitted by applicable Law, any claim that (A) the preceding sentenceAction in such court is brought in an inconvenient forum, a party shall give (B) the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result venue of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement Action is sought. By entering into improper or (C) this Agreement, or the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D subject matter hereof, which shall may not be resolved exclusively enforced in the state or federal courts sitting in the County of Los Angelesby such courts. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at law.

Governing Law; Dispute Resolution. A. 15.4.1 This Agreement, and any disputes between the Parties related to or arising out of this Agreement, including the Parties’ relationship created hereby, the negotiations for and entry into this Agreement, its conclusion, binding effect, amendment, coverage, termination, or the performance or alleged non-performance of a Party of its obligations under this Agreement shall (each a “Dispute”), will be governed by and construed in accordance with the laws of the State of California, New York without giving effect reference to any choice of law principles or rules regarding conflicts of laws (either of the State of California or any other jurisdiction) thereof that would cause the application of the law laws of any other jurisdiction other than the State of Californiaa different jurisdiction. B. 15.4.2 In the event of any dispute Dispute, a Party may notify the other Party in writing of such Dispute, and the Parties will try to settle such Dispute amicably between themselves. If the Parties are unable to resolve the Dispute within *** Business Days of receipt of the written notice by the other Party, such Dispute will be referred to the Chief Executive Officers of each of the Parties (or controversy arising out their respective designees) who will use their good faith efforts to resolve the Dispute within *** Business Days after it was referred to the Chief Executive Officers. 15.4.3 Any Dispute that is not resolved as provided in Section 15.4.2, whether before or after termination of or in any way related to this Agreement, will be resolved by litigation in the matters referred to hereincourts of competent jurisdiction located in New York, or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such DisputeNew York. Either party may initiate negotiations of any Dispute by providing written notice Each Party hereby agrees to the other party, setting forth the subject of the Dispute. The recipient exclusive jurisdiction of such notice will respond in writing within ten (10) calendar days with a statement of its position on courts and recommended solution waives any objections as to the Dispute. If the Dispute is not resolved by this exchange personal jurisdiction or venue of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Disputesuch courts. C. If 15.4.4 Notwithstanding the foregoing, nothing in this Section 15.4 (Governing Law; Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1Resolution) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional limit either Party’s right to have any Disputes decided seek immediate temporary injunctive or other temporary equitable relief whenever the facts or circumstances would permit a Party to seek such relief in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angelescompetent jurisdiction. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at law.

Governing Law; Dispute Resolution. A. This 9.1 It is the intent of the parties hereto that all questions with respect to the construction of this Agreement and the rights and liabilities of the parties hereunder shall be governed by and construed determined in accordance with the laws of the State of CaliforniaDelaware, without giving effect regard to any principles or rules regarding of conflicts of laws (either of the State of California or any other jurisdiction) thereof that would cause call for the application of the substantive law of any other jurisdiction other than the State of CaliforniaDelaware. B. In 9.2 Each party irrevocably agrees for the event exclusive benefit of the other that any and all suits, actions or proceedings relating to Section 5 of this Agreement (a “Proceeding”) shall be maintained in either the courts of the State of Delaware or the federal District Courts sitting in Bexar County, Texas or Wilmington, Delaware (collectively, the “Chosen Courts”) and that the Chosen Courts shall have exclusive jurisdiction to hear and determine or settle any such Proceeding and that any such Proceedings shall only be brought in the Chosen Courts. Each party irrevocably waives any objection that it may have now or hereafter to the laying of the venue of any dispute Proceedings in the Chosen Courts and any claim that any Proceedings have been brought in an inconvenient forum and further irrevocably agrees that a judgment in any Proceeding brought in the Chosen Courts shall be conclusive and binding upon it and may be enforced in the courts of any other jurisdiction. 9.3 Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance on Section 2708 of Title 6 of the Delaware Code. Each of the parties hereto irrevocably and unconditionally agrees (i) that, to the extent such party is not otherwise subject to service of process in the State of Delaware, it will appoint (and maintain an agreement with respect to) an agent in the State of Delaware as such party’s agent for acceptance of legal process and notify the other parties hereto of the name and address of said agent, (ii) that service of process may also be made on such party by pre-paid certified mail with a validated proof of mailing receipt constituting evidence of valid service sent to such party at the address set forth in Section 8 of this Agreement, as such address may be changed from time to time pursuant hereto, and (iii) that service made pursuant to clause (i) or (ii) above shall, to the fullest extent permitted by applicable law, have the same legal force and effect as if served upon such party personally within the State of Delaware. 9.4 Any controversy or claim arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant to any other provision of this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final final, binding and binding non-appealable arbitration in Los AngelesBexar County, California Texas or Wilmington, Delaware by a single arbitrator. Subject to the following provisions, the arbitration shall be conducted in accordance with the then current applicable rules of JAMS then in effect. Any award entered by the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement arbitrator shall be decided final, binding and nonappealable and judgment may be entered thereon by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings either party in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party law in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may jurisdiction. This arbitration provision shall be effectively restrainedspecifically enforceable. The parties agree that arbitrator shall have no authority to modify any provision of this Agreement or to award a remedy for a dispute involving this Agreement other than a benefit specifically provided under or by virtue of the Agreement. Each party shall be in addition responsible for its own expenses relating to all other remedies set forth in the Agreement conduct of the arbitration or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that litigation (including reasonable attorneys' fees and expenses) and shall share the other party has or had an adequate remedy at lawfees of JAMS and the arbitrator, if applicable, equally.

Governing Law; Dispute Resolution. A. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of CaliforniaDelaware, without giving effect to any principles law or rules regarding conflicts of laws (either of the State of California or any other jurisdiction) rule that would cause the application of the law laws of any other jurisdiction other than the State of CaliforniaDelaware to be applied. B. In the event of any dispute (b) Any controversy or controversy claim arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant relating to this Agreement (eachincluding, a “Dispute”without limitation, as to arbitrability), or the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other partybreach thereof, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final individual arbitration (as opposed to class or collective arbitration) administered by a Person mutually selected by the Sellers’ Representative and binding arbitration in Los Angeles, California in accordance with the then current rules of Purchasers (the American Arbitration Association (“AAAArbitrator”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on upon the Arbitrator, they shall each select an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and the two selected arbitrators shall appoint a third arbitrator to act as the Arbitrator. (c) In the event of any dispute, claim, question or disagreement arising from or relating to this Agreement, or the breach hereof or thereof, with the exception of those items excluded above, the Purchasers and the Sellers’ Representative shall use their commercially reasonable efforts to resolve the dispute, claim, question or disagreement. To this effect, the Purchasers and the Sellers’ Representative will meet in scheduling person or by telephone within ten (10) Business Days of any party’s receipt of a written notice informing that party of the existence of a dispute, claim, question or disagreement. If the Purchasers and the Sellers’ Representative do not resolve or settle the matter within ten (10) Business Days after the initial meeting, or following any longer period as the parties may agree to in writing, the Purchasers and the Sellers’ Representative shall then immediately submit the dispute to binding arbitration proceedings in accordance with applicable AAA proceduresthis Section 4.8. (d) The arbitration hearing shall commence within ninety (90) calendar days after the Arbitrator is selected, unless the Purchasers and the Sellers’ Representative agree to extend this time period. All The arbitration proceedings shall take place in New York, New York. (e) The arbitration shall be confidentialconducted pursuant to the Federal Rules of Procedure and the Federal Rules of Evidence. Neither party The Arbitrator will have full power to give directions and make such orders as the Arbitrator deems just. Nonetheless, the Arbitrator explicitly shall disclose not have the authority, power, or right to alter, change, amend, modify, add, or subtract from any information about provision of this Agreement. (f) The Arbitrator shall issue a written decision within thirty (30) days after the evidence produced conclusion of the arbitration hearing, which decision shall be rendered without reference to the reason for the arbitrator’s decision or any citation to precedent. The agreement to arbitrate will be specifically enforceable. The award rendered by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration arbitrator shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law (absent fraud or before a jury and waive the right of appealmanifest error), and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief may be enforced by judgment entered in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breachjurisdiction. The fees and expenses of the arbitrator shall be allocated between the Sellers’ Representative (on behalf of the Contingent Payment Recipients), or threatened breachon the one hand, and to specific performance of any covenant contained hereinthe Purchasers, on the other hand in each case without the proof of actual damage or any bond or similar security being posted, in order same proportion that the breach, or threatened breach, aggregate amount of the disputed items submitted to the Arbitrator that is unsuccessfully disputed by each such party (as finally determined by the Arbitrator) bears to the total amount of such provisions may be effectively restrained. The disputed items so submitted. (g) During any arbitration proceeding, the parties agree that shall continue to perform their respective obligations under this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at lawAgreement.

Governing Law; Dispute Resolution. A. This Agreement All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of CaliforniaNew York, without giving effect regard to any the principles or rules regarding of conflicts of laws (either law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the State of California or transactions contemplated by this Agreement and any other jurisdictionTransaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) that would cause the application of the law of any other jurisdiction other than the State of California. B. In the event of any dispute or controversy arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or and federal courts sitting in the County City of Los Angeles. D. New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that a breach such service shall constitute good and sufficient service of its obligations under Paragraph 14 will result process and notice thereof. Nothing contained herein shall be deemed to limit in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the any way any right to preliminary and permanent injunctive relief and other equitable relief issued serve process in any manner permitted by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrainedlaw. The parties agree that this remedy hereby waive all rights to a trial by jury. If either party shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any commence an action or proceeding to enforce any provision hereof that provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party has for its attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or had an adequate remedy at lawproceeding.

Governing Law; Dispute Resolution. A. This Agreement shall be governed by and construed in accordance with with, and governed in all respects by, the internal laws of the State of California, Delaware (without giving effect to any principles or rules regarding of conflicts of laws (either laws). Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any party or its successors or assigns against the other party shall be brought and determined in the Court of Chancery of the State of California Delaware, provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other jurisdiction) that would cause the application Delaware state court, and each of the law parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any other jurisdiction other than the State of California. B. In the event of any dispute such action or controversy proceeding arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant relating to this Agreement (each, a “Dispute”), and the transactions contemplated hereby. Each of the parties will attempt in good faith agrees not to resolve through negotiation such Dispute. Either party may initiate negotiations of commence any Dispute by providing written notice to the other partyaction, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge suit or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, proceeding relating thereto except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided courts described above in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this AgreementDelaware, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent enforce any judgment, decree or curtail award rendered by any such breach, or threatened breach, and to specific performance of any covenant contained herein, court in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or Delaware as set forth described herein. The Each of the parties further agrees that they will notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not assert to assert, by way of motion or as a claim defense, counterclaim or defense otherwise, in any action or proceeding arising out of or relating to enforce this Agreement or the transactions contemplated hereby, (a) any provision hereof claim that it is not personally subject to the other party has jurisdiction of the courts in Delaware as described herein for any reason, (b) that it or had its property is exempt or immune from 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 (c) that (i) the suit, action or proceeding in any such court is brought in an adequate remedy at lawinconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Notwithstanding the foregoing, the parties agree that disputes with respect to the matters referenced in Section 2.7 and Section 2.8 shall be resolved by the Accounting Referee as provided therein.

Governing Law; Dispute Resolution. A. This (a) Resolution of any and all disputes between KCS, on the one hand, and one or more of TMM, TMMH, MM, the Principal Stockholders, and any of their respective Affiliates on the other hand, (each of KCS, on the one hand, and TMM, TMMH, MM, the Principal Stockholders, or any of their respective Affiliates, on the other hand, a “Dispute Party” and, both of KCS, on the one hand, and TMM, TMMH, MM, the Principal Stockholders, or any of their respective Affiliates, on the other hand, the “Dispute Parties”) arising from or in connection with this Stockholders’ Agreement or any transactions contemplated by this Stockholders’ Agreement, whether based on contract, tort, common law, equity, statute, regulation, order or otherwise, (“Disputes”), including Disputes arising in connection with claims by third Persons, shall be exclusively governed by and construed settled in accordance with the laws provisions of this Section 9.12; provided, that the State foregoing shall not preclude equitable or other judicial relief to enforce the provisions hereof or to preserve the status quo pending resolution of CaliforniaDisputes hereunder. (b) THIS AGREEMENT, without giving effect THE LEGAL RELATIONS BETWEEN THE PARTIES HERETO AND THE ADJUDICATION AND ENFORCEMENT THEREOF, SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF DELAWARE AND THE FEDERAL LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO APPLICABLE CHOICE OF LAW PROVISIONS. (c) As to any principles or rules regarding conflicts Dispute which is not resolved in the ordinary course of laws (either of the State of California or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of California. B. In the event of any dispute or controversy arising out of or in any way related to this Agreementbusiness, the matters referred to herein, or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will Dispute Parties shall first attempt in good faith to promptly resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing negotiations between executives. Either of the Dispute Parties may initiate this procedure by delivery of written notice of the Dispute (the “Dispute Notice”) to the other party, setting forth the subject other. Not later than 20 days after delivery of the DisputeDispute Notice, one executive of one of the Dispute Parties with authority to settle the Dispute shall meet with one executive of the other Dispute Party with authority to settle the Dispute at a reasonably acceptable time and place, and thereafter as such executives shall deem reasonably necessary. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to executives shall exchange relevant information and perspectives, and to attempt endeavor to resolve the Dispute. Prior to any such meeting, each Dispute Party’s executive shall advise the other as to any individuals who will attend such meeting with the executive. All negotiations pursuant to this Section 9.12(c) shall be confidential and shall be treated as compromise negotiations for purposes of Rule 408 of the Federal Rules of Evidence and similarly under other local or foreign rules of evidence. C. If the (d) Each Dispute is Party hereby agrees to submit all Disputes not resolved by these negotiations, such Dispute shall be settled exclusively by pursuant to Section 9.12(c) hereof to final and binding arbitration in Los AngelesNew York, California New York. Either Dispute Party may initiate such arbitration by delivery of a demand therefor (the “Arbitration Demand”) to the other Dispute Party not sooner than 60 days after the date of delivery of the Dispute Notice but promptly thereafter; provided, that if a Dispute Party rejects participation in the procedures provided under Section 9.12(c), the other Dispute Party may initiate arbitration at such earlier time as such rejection shall become reasonably apparent, and, whenever arbitration is initiated, may seek recovery of any damages or expenses arising from such rejection, including attorney’s fees and expenses, and Arbitration Costs (as defined below) in connection with arbitration hereunder. (i) Three Arbitrators shall be appointed (the “Arbitrators”), one of whom shall be appointed by KCS, one by TMM, and the third of whom, who shall act as the chairman of the arbitral tribunal, shall be appointed by the first two Arbitrators within 10 business days of the first two Arbitrators confirmation by the American Arbitration Association. Each Party agrees that the TMM Holders shall be considered jointly as one side for the purposes of constitution of the arbitration tribunal hereunder. If either Dispute Party fails to appoint an Arbitrator within 10 business days of a request in writing by the other Dispute Party to do so or if the first two Arbitrators cannot agree on the appointment of the third Arbitrator within 10 business days of their confirmation by the American Arbitration Association, then such Arbitrator shall be appointed by the American Arbitration Association in accordance with its Commercial Arbitration Rules. As soon as the arbitration tribunal has been convened, a hearing date shall be set within 15 days thereafter; provided, that the Arbitrators may extend the date of the hearing upon request of any Dispute Party to the extent necessary to insure that such Dispute Party is given a reasonable period of time to prepare for the hearing. Written submittals in the English language shall be presented and exchanged by both Dispute Parties five business days before the hearing date. At such time the Dispute Parties shall also exchange copies of all documentary evidence upon which they will rely at the arbitration hearing and a list of the witnesses whom they intend to call to testify at the hearing. The Arbitrators shall make their determination as promptly as practicable after conclusion of the hearing. (ii) The arbitration shall be conducted in the English language pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Notwithstanding the foregoing, (A) each Dispute Party shall have the right to audit the books and records of the other Dispute Party that are reasonably related to the Dispute; (B) each Dispute Party shall provide to the other, reasonably in advance of any hearing, copies of all documents which a Dispute Party intends to present in such hearing; (C) all hearings shall be conducted on an expedited schedule; and (D) all proceedings shall be confidential, except that either Dispute Party may at its expense make a stenographic record thereof. (iii) The Arbitrators shall endeavor to complete all hearings not later than 120 days after their tribunal has been convened, and shall make a final award as promptly as practicable thereafter. Such award shall be communicated, in writing, by the Arbitrators to the Dispute Parties, and shall contain specific findings of fact and conclusions of law in accordance with the then current rules governing law set forth in Section 9.12(b) of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosureAgreement. Any award issued as a result of such arbitration Arbitrators shall be final and binding between upon the parties thereto Parties to this Agreement and shall not be enforceable attacked by any of the Parties to this Agreement in any court of law and may be enforced in any court having jurisdiction over jurisdiction, including expressly the party courts of the State of New York, United States of America, and the courts of the Federal District of Mexico. The Arbitrators shall apportion all costs and expenses of the arbitration, including the Arbitrators’ fees and expenses, fees and expenses of experts and fees and expenses of translators (“Arbitration Costs”) between the prevailing and non-prevailing Dispute Party as the Arbitrators shall deem fair and reasonable. In circumstances where (A) a Dispute has been asserted or defended against whom enforcement is sought. By entering into this Agreementon grounds that the Arbitrators deem manifestly unreasonable, or (B) the non-prevailing Dispute Party has rejected participation in procedures under Section 9.12(c), the parties are waiving their constitutional right Arbitrators may assess all Arbitration Costs against the non-prevailing Dispute Party and may include in the award the prevailing Dispute Party’s attorney’s fees and expenses in connection with any and all proceedings under this Section 9.12. Notwithstanding the foregoing, in no event may the arbitrator award multiple or punitive damages. (e) Pursuant to have any Disputes decided in an agreement of the Parties hereto or a court of law or before judicial determination that a jury Dispute is not subject to final and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of binding arbitration as a means of resolution of set forth in Section 9.12(d), KCS, TMM, TMMH, MM and the Principal Stockholders each irrevocably agrees that any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them legal action or proceeding against it with respect to this Stockholders’ Agreement and any transaction contemplated by this Stockholders’ Agreement shall be brought only in the courts of the State of New York, or of Federal courts of the United States of America sitting in New York, and by execution and delivery of this Stockholders’ Agreement, KCS and that this clause shall be grounds each of TMM Holders irrevocably submits to the venue and jurisdiction of each such court and irrevocably waives any objection or defense such Party may have to venue or personal jurisdiction in any such court for dismissal the purpose of resolving any court claim, dispute, cause of action commenced by with respect arising out of or related to this Stockholders’ Agreement (including any claim that the suit or action has been brought in an inconvenient forum and any right to which it may become entitled on account of place of residence or domicile), the alleged breach of this Stockholders’ Agreement, other than post-arbitration actions seeking to enforce an arbitration award the enforcement of the terms of this Stockholders’ Agreement, the Acquisition Agreement, the Ancillary Agreements and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary terms contemplated hereby and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrainedthereby. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense A final judgment in any suit, action or proceeding shall be conclusive and may be enforced in any court where jurisdiction over the Parties may be had or in which the Parties are subject to enforce service of process. (f) Each of the Parties hereto irrevocably appoints CT Corporation (the “Process Agent”), at 1000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx, 00000 (telephone 300-000-0000) as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on behalf of each of the parties and their respective properties and revenues, service of copies of the summons and complaint and any provision hereof other process which may be served in any such suit, action or proceeding brought in the State of New York, and each of the Parties hereto agrees that failure of the other party has Process Agent to give any notice of any such service of process to any of the Parties hereto shall not impair or had an adequate remedy at lawaffect the validity of such service or the enforcement of any judgment based thereon.

Governing Law; Dispute Resolution. A. (a) This Agreement and the legal relations among the parties shall be governed by and construed in accordance with the laws of the State of CaliforniaTexas, without giving effect to excluding any principles or rules regarding conflicts of law rule or principle that might refer construction of such provisions to the laws (either of the State of California or any other another jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of California. B. In the event of any (b) Any controversy, dispute or controversy claim arising out of or in any way related relating to this Agreement, Agreement or the matters referred to hereinTransaction Documents, or the Products to be supplied by Supplier pursuant to this Agreement transactions contemplated thereby (each, a “Dispute”) shall be resolved in accordance with this Section 14.12. Any party may give the other party written notice (a “Dispute Notice”) of any Dispute which has not been resolved in the normal course of business. Within 15 business days after delivery of the Dispute Notice, the receiving party shall submit to the other party a written response (the “Response”). The Dispute Notice and the Response shall each include (i) a statement setting forth the position of the party giving such notice, a summary of the arguments supporting such position and, if applicable, the relief sought and (ii) the name and title of a senior manager of such party who has authority to settle the Dispute and will be responsible for the negotiations related to the settlement of the Dispute (the “Senior Manager”). (c) Within 10 days after the delivery of the Response provided for in Section 14.12(b), the Senior Managers of both parties will attempt shall meet or communicate by telephone at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, and shall negotiate in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the DisputeDispute that is the subject of such Dispute Notice. It is agreed between the parties that the content of any communications pursuant to this Section 14.12(c) will be and shall remain confidential. The parties, on behalf of themselves and their attorneys, hereby agree that they will not in any way reveal the content or terms of any such communications to any person, firm, corporation, or entity, with the exception that the disclosure shall not be a violation of this paragraph where the same is required by Law or court order, or any agency or authority having jurisdiction to require disclosure; provided further, however, that the parties may disclose the content or terms of such communications to their attorneys, accountants, trustees, financial advisors and/or their tax related consultants, as may be necessary in their business affairs. If such Dispute has not been resolved within 30 days after delivery of the Dispute Notice, then the parties may proceed to arbitration pursuant to Section 14.12(d). C. If (d) Except as specifically otherwise provided in this Agreement, the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes arising from or related to this Agreement that are submitted cannot be amicably settled pursuant to Section 14.12(c), shall be determined solely and exclusively by arbitration in accordance with this Agreement the Federal Arbitration Act and using the rules of the American Arbitration Association or any successor thereof when not in conflict with such act. Arbitration shall take place at an appointed time and place in Tulsa, Oklahoma. Each party shall select one impartial arbitrator, and the two so designated shall select a third impartial arbitrator. If either party shall fail to designate an arbitrator within 14 days after arbitration is requested, or if the two arbitrators shall fail to select a third arbitrator within 30 days after arbitration is requested, then an arbitrator shall be decided selected by one (1) neutral arbitrator who is a retired judge or attorney licensed the Senior U.S. District Judge for the Northern District of Oklahoma. Discovery shall be made pursuant to practice law in California with at least fifteen (15) years the Federal Rules of experience in complex commercial transactions. If Civil Procedure and completed within 45 days of selection of the parties are unable to agree on an arbitrator, AAA shall designate the third arbitrator. The parties will cooperate with AAA and with one another in selecting Final hearing on the matter shall be had within 60 days of the selection of the third arbitrator and in scheduling a final decision (which may include the arbitration proceedings in accordance award of reasonable attorney’s fees and costs) with applicable AAA procedures. All arbitration proceedings a written opinion stating the reasons therefor shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedingsrendered within 75 days of said date, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between binding, and the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving also waive irrevocably their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right form of appeal, and instead review or recourse to any state court or other judicial authority, insofar as such waiver may be validly made. Judgment upon an award of relying on said rights, each party is solely and knowingly accepting the use majority of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration the arbitrators shall be awarded its costs binding. Judgment on the award may be entered and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued enforced by any court of competent jurisdiction to prevent or curtail any such breachjurisdiction. In no event, or threatened breach, and to specific performance of any covenant contained herein, in each case without may the proof of actual damage or any bond or similar security being posted, in order arbitrators award damages that have been waived by the breach, or threatened breach, of such provisions may be effectively restrainedparties under Section 12.10. The parties agree that this remedy arbitration process shall be in addition to all other remedies set forth in the Agreement kept confidential and such conduct, statements, promises, offers, views and opinions shall not be discoverable or as set forth herein. The parties further agrees that they will not assert as a claim or defense admissible in any action or legal proceeding for any purpose, except to the extent reasonably necessary to enforce any provision hereof that the other party has or had an adequate remedy at lawfinal decision of the arbitrators.

Governing Law; Dispute Resolution. A. (a) This Agreement shall be interpreted, construed and governed by and construed in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof, except that the following matters arising out of or relating to this Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the nonexclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the undertaking, property and liabilities of Merger Sub in the Surviving Corporation, the cancellation of the Shares, the rights provided for in Section 238 of the CICL with respect to any Dissenting Shares, the fiduciary or other duties of the Company Board and the directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. (b) All Actions arising under the laws of the State of CaliforniaNew York out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City of New York; provided, without giving effect however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York. Each of the parties hereto agrees that serving of process or other papers in connection with any such Action in any manner permitted by Section 10.02 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby (a) submit to the exclusive jurisdiction of any principles federal or rules regarding conflicts state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws (either of the State of California New York out of or relating to this Agreement brought by any other jurisdictionparty hereto and (b) irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action 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 (i) any claim that would cause it is not personally subject to the application jurisdiction of the law of aforesaid courts for any other jurisdiction reason other than the State of California. B. In the event of any dispute or controversy arising out of or in any way related failure to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration serve process in accordance with this Agreement shall be decided by one Section 10.07(b), (1ii) neutral arbitrator who any claim that it or its property is a retired judge exempt or attorney licensed immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to practice law judgment, attachment in California with at least fifteen aid of execution of judgment, execution of judgment or otherwise) and (15iii) years of experience in complex commercial transactions. If to the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure fullest extent permitted by applicable Law, any claim that (A) the preceding sentenceAction in such court is brought in an inconvenient forum, a party shall give (B) the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result venue of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement Action is sought. By entering into improper or (C) this Agreement, or the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D subject matter hereof, which shall may not be resolved exclusively enforced in the state or federal courts sitting in the County of Los Angelesby such courts. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at law.

Governing Law; Dispute Resolution. A. This Agreement shall be governed by by, and construed in accordance with with, the laws Laws of the State of CaliforniaMaryland applicable to contracts executed in and to be performed in that State, without giving effect and the MGCL, specifically, shall govern with respect to any principles or rules regarding conflicts of laws (either of the State of California or any other jurisdiction) Merger and those provisions set forth herein that would cause the application of the law of any other jurisdiction other than the State of California. B. In the event of any dispute or controversy are required to be governed by it. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in a court of competent jurisdiction located in Orange County, California. The parties hereto hereby (a) submit to the exclusive jurisdiction of any such court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any way related such Action, 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 the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any of the above-named courts. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 9.02 as to giving notice hereunder shall be deemed effective service of process on such party. If a dispute arises out of or relates to this Agreement, the matters referred parties agree first to herein, or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will attempt try in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute settle the dispute by providing written notice mediation before resorting to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”)or litigation. The parties agree that the mediator shall be chosen no later than thirty (30) days after the submission of a claim by either party. If the parties cannot agree on the selection of a mediator, one shall be selected by the American Arbitration Association. The fees and expenses of the mediator shall be borne equally by the parties. If the controversy is not resolved through mediation in accordance with the foregoing, the parties agree that any controversy or claim arising out of or relating to this Agreement shall be determined by binding arbitration that shall be subject to and all Disputes that are submitted to shall be conducted by a single arbitration in accordance with this Agreement the United States Arbitration Act. The arbitrator shall have authority to award damages and grant other relief he deems appropriate. The arbitrator shall give effect to statues of limitation in determining any claim. Any controversy concerning whether an issue is arbitrable, shall be decided determined by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling Judgment upon the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as award may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by entered in any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputesjurisdiction. The prevailing party in such arbitration fees and expenses of arbitrator and AAA shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced borne equally by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angelesparties. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at law.

Governing Law; Dispute Resolution. A. 15.4.1 This Agreement, and any disputes between the Parties related to or arising out of this Agreement, including the Parties’ relationship created hereby, the negotiations for and entry into this Agreement, its conclusion, binding effect, amendment, coverage, termination, or the performance or alleged non-performance of a Party of its obligations under this Agreement shall (each a “Dispute”), will be governed by and construed in accordance with the laws of the State of California, New York without giving effect reference to any choice of law principles or rules regarding conflicts of laws (either of the State of California or any other jurisdiction) thereof that would cause the application of the law laws of any other jurisdiction other than the State of Californiaa different jurisdiction. B. 15.4.2 In the event of any dispute Dispute, a Party may notify the other Party in writing of such Dispute, and the Parties will try to settle such Dispute amicably between themselves. If the Parties are unable to resolve the Dispute within […***…] Business Days of receipt of the written notice by the other Party, such Dispute will be referred to the Chief Executive Officers of each of the Parties (or controversy arising out their respective designees) who will use their good faith efforts to resolve the Dispute within […***…] Business Days after it was referred to the Chief Executive Officers. 15.4.3 Any Dispute that is not resolved as provided in Section 15.4.2, whether before or after termination of or in any way related to this Agreement, will be resolved by litigation in the matters referred to hereincourts of competent jurisdiction located in New York, or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such DisputeNew York. Either party may initiate negotiations of any Dispute by providing written notice Each Party hereby agrees to the other party, setting forth the subject of the Dispute. The recipient exclusive jurisdiction of such notice will respond in writing within ten (10) calendar days with a statement of its position on courts and recommended solution waives any objections as to the Dispute. If the Dispute is not resolved by this exchange personal jurisdiction or venue of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Disputesuch courts. C. If 15.4.4 Notwithstanding the foregoing, nothing in this Section 15.4 (Governing Law; Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1Resolution) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional limit either Party’s right to have any Disputes decided seek immediate temporary injunctive or other temporary equitable relief whenever the facts or circumstances would permit a Party to seek such relief in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angelescompetent jurisdiction. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at law.

Governing Law; Dispute Resolution. A. (a) This Agreement shall be governed by and construed in accordance with with, and governed in all respects by, the laws of the State of California, Delaware (without giving effect to any principles or rules regarding of conflicts of laws (either of the State of California or any other jurisdiction) that would cause require the application of the law of any other jurisdiction other than the State of Californialaw). B. In (b) Except with respect to any claim seeking injunctive relief hereunder, in the event of any dispute controversy or controversy claim arising out of of, relating to or in connection with any way related to provision of this Agreement, the matters referred to herein, Agreement or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”)rights or obligations of the parties hereunder, the parties will attempt in good faith try to resolve through negotiation such Disputesettle their differences amicably between themselves as contemplated herein. Either To the extent not provided for herein, any party may initiate negotiations of any Dispute such informal dispute resolution by providing sending written notice of the dispute to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing and within ten (10) calendar days after such notice, the Chief Executive Officer (or his or her designee) of Buyer will meet with a statement the Chief Executive Officer (or his or her designee) of its position on and recommended solution to the DisputeSeller, for attempted resolution by good faith negotiations. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt such Persons are unable to resolve the Dispute. C. If the Dispute is not resolved by these negotiationspromptly such disputed matter, such Dispute dispute shall be finally settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current commercial arbitration rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration , then in accordance with this Agreement shall be decided force, by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings appointed in accordance with applicable AAA proceduressaid rules, provided that the appointed arbitrator shall have appropriate experience in the biopharmaceutical industry. All The place of arbitration proceedings shall be confidentialSan Francisco, California. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any The award issued as a result of such arbitration rendered shall be final and binding between upon all parties participating in such arbitration. The judgment rendered by the parties thereto arbitrator may, at the arbitrator’s discretion, include costs of arbitration, reasonable attorneys’ fees and shall reasonable costs for any expert and other witnesses. Judgment upon the award may be enforceable by entered in any court having jurisdiction over jurisdiction, or application may be made to such court for judicial acceptance of the party against whom award and/or an order of enforcement is sought. By entering into this Agreement, as the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ feescase may be. The parties agree that this clause has been included to rapidly and inexpensively use their good faith efforts to resolve the dispute within six (6) months of receipt of the original notice of dispute. Notwithstanding the foregoing, any disputes between them with respect to this Agreementregarding the scope, and that this clause validity, enforceability or inventorship of any patents or patent applications shall be grounds submitted for dismissal of any court action commenced final resolution by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at lawjurisdiction.

Governing Law; Dispute Resolution. A. (a) This Agreement, and any claim, dispute, or controversy of whatever nature arising out of or relating to this Agreement shall will be governed by and construed in accordance with the laws of the State of CaliforniaNew York, without giving effect to any principles principles, statutory provisions or other rules regarding conflicts of laws (either choice of the State of California or any other jurisdiction) law that would cause require the application of the law laws of a different country, provided that any dispute relating to the scope, validity, enforceability or infringement of any other Patents or Know-How will governed by, and construed and enforced in accordance with, the substantive laws of the jurisdiction other than the State of Californiain which such Patents or Know-How apply. B. In the event of (b) The Parties will try to settle their differences amicably between themselves. If any dispute claim, dispute, or controversy of whatever nature arising out of or in any way related relating to this Agreement, including the matters referred to herein, performance or the Products to be supplied by Supplier pursuant to alleged non-performance of a Party of its obligations under this Agreement arises between the Parties (each, each a “Dispute”), the parties will attempt in good faith a Party will, before initiating any proceedings pursuant to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to Section 21.14(c), notify the other party, setting forth the subject of the Dispute. The recipient Party in writing of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Parties are unable to resolve the Dispute within [***] days of receipt of the written notice by the other Party, such dispute will be referred to an Executive Officer of Selecta and an Executive Officer of Sanofi, or their designees, who will meet in person at least once and use their good faith efforts to resolve the Dispute within [***] days after such referral. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (c) If a Dispute is not resolved by as provided in the preceding Section 21.14(b), whether before or after expiration or termination of this exchange of correspondenceAgreement, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, Parties hereby agree that such Dispute shall will be settled exclusively resolved by final and binding arbitration in Los Angeles, California conducted in accordance with the then current rules terms of this Section 21.14. The arbitration will be held in New York, New York, USA according to Rules of Arbitration of the American Arbitration Association International Chamber of Commerce (“AAAICC”). The parties agree that any and all Disputes that are submitted to arbitration in accordance will be conducted by a panel of [***] arbitrators with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of significant experience in complex commercial transactions. If the parties are unable to agree on an arbitratorpharmaceutical industry, AAA shall designate unless otherwise agreed by the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings Parties, appointed in accordance with applicable AAA proceduresICC rules. All Any arbitration proceedings shall herewith will be confidential. Neither party shall disclose any information about the evidence produced by the other party conducted in the arbitration proceedings, except in English language to the course of judicial, regulatory, maximum extent possible. The arbitrators will be instructed not to award any punitive or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by special damages and will render a written decision no later than [***] months following the preceding sentence, a party shall give the other party reasonable advance written notice selection of the intended disclosure arbitrators, including a basis for any damages awarded and an opportunity to prevent disclosurea statement of how the damages were calculated. Any award issued as a result will be promptly paid in U.S. dollars free of such any tax, deduction or offset. Each Party agrees to abide by the award rendered in any arbitration shall conducted pursuant to this Section 21.14. With respect to money damages, nothing contained herein will be final and binding between construed to permit the parties thereto and shall be enforceable by arbitrator or any court having jurisdiction over the party against whom enforcement is soughtor any other forum to award punitive or exemplary damages. By entering into this Agreementagreement to arbitrate, the parties are waiving their constitutional right Parties expressly waive any claim for punitive or exemplary damages. Each Party will pay its legal fees and costs related to have the arbitration (including witness and expert fees). Judgment on the award so rendered will be final and may be entered in any Disputes decided court having jurisdiction thereof. (d) Nothing in this Section 21.14 will preclude either Party from seeking equitable relief or interim or provisional relief from a court of law or before competent jurisdiction, including a jury and waive the right of appealtemporary restraining order, and instead of relying on said rightspreliminary injunction, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive specific performance or other similar relief in accordance with Paragraph 11D hereofinterim equitable relief, which shall be resolved exclusively in concerning a dispute either prior to or during any arbitration if necessary to protect the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event interests of such breach, Party or threatened breach, to preserve the breaching party agrees that status quo pending the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at lawarbitration proceeding.

Governing Law; Dispute Resolution. A. This Agreement All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the laws of the State of CaliforniaNew York, without giving effect regard to any the principles or rules regarding of conflicts of laws (either of the State of California or any other jurisdiction) law that would cause require or permit the application of the law laws of any other jurisdiction other than jurisdiction. Each party agrees that all legal proceedings concerning the State interpretations, enforcement and defense of California. B. In the event of any dispute or controversy arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied transactions contemplated by Supplier pursuant to this Agreement and any other Transaction Documents (eachwhether brought against a party hereto or its respective affiliates, a “Dispute”)directors, the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other partyofficers, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10shareholders, employees or agents) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or and federal courts sitting in the County City of Los Angeles. D. New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that a breach such service shall constitute good and sufficient service of its obligations under Paragraph 14 will result process and notice thereof. Nothing contained herein shall be deemed to limit in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the any way any right to preliminary and permanent injunctive relief and other equitable relief issued serve process in any manner permitted by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrainedlaw. The parties agree that this remedy hereby waive all rights to a trial by jury. If either party shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any commence an action or proceeding to enforce any provision hereof that provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party has for its reasonable attorneys’ fees and other costs and expenses reasonably incurred in connection with the investigation, preparation and prosecution of such action or had an adequate remedy at lawproceeding.

Governing Law; Dispute Resolution. A. 16.1 This Agreement shall be governed by and construed in accordance with and governed by the laws of Queensland, Seychelles and the State of California, without giving effect parties submit to any principles or rules regarding conflicts of laws (either the jurisdiction of the State Courts of California Queensland. 16.2 Any matters in dispute (providing any matters to do with alleged misuse of Confidential Information or any other jurisdiction) that would cause the application of the law alleged breach of any other jurisdiction other than propriety rights by either party in which case the State of California. B. In aggrieved party may in its discretion elect to pursue court action and not comply with this clause) which cannot be resolved within a reasonable time by the event of any dispute or controversy arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant parties to this Agreement (each, shall be referred to mediation before having recourse to determination by a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either court as follows: 16.2.1 A party may initiate negotiations of any Dispute by providing claiming that a dispute has arisen must give written notice to the other party, setting forth party specifying the subject nature of the Dispute. The recipient dispute; 16.2.2 On receipt of such the notice will respond specified in writing Clause 16.2.1, the parties shall use their best endeavours to resolve the dispute within ten fourteen (1014) calendar days with a statement of its position on and recommended solution to the Dispute. days; 16.2.3 If the Dispute dispute is not resolved by this exchange of correspondencewithin fourteen (14) days or within such further period as the parties may agree in writing, then representatives the dispute shall be referred to a mediator selected from a list nominated by the Law Society of each party with full settlement authority will meet at a mutually agreeable time Queensland and place within thirty (30) calendar days agreed by the parties; 16.2.4 The mediation of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California conducted in accordance with the then current rules Mediation Guidelines issued by the Law Society of Queensland (for the time being), which shall be hereby deemed incorporated in this Agreement and which set out the procedures to be adopted, the process of selection of the American mediator and the costs involved; 16.2.5 In the event that the dispute has not been settled within twenty-eight (28) days or such other period as agreed to in writing between the Parties hereto after the appointment of the mediator the dispute shall be submitted to arbitration under the Arbitration Association Guidelines issued by the Law Society of Queensland (“AAA”for the time being), which shall be hereby deemed incorporated in this Agreement. The arbitrator shall not be the same person as the mediator. The number of arbitrators shall be one (1). The parties agree that any place of arbitration shall be Brisbane, Seychelles. The language to be used in the arbitral proceedings shall be English and all Disputes that are submitted to arbitration in accordance with the governing law of this Agreement shall be decided the law as specified in Clause 16.1 above and the decision of the arbitrator shall be binding and final upon the parties; 16.2.6 Despite the existence of a dispute, each party shall continue to perform its obligations under this Agreement; and 16.2.7 The costs of the mediation shall be paid in equal amounts by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate and if there is arbitration the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling costs of the arbitration proceedings shall be paid in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice direction of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angelesarbitrator. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at law.

Governing Law; Dispute Resolution. A. This (a) Resolution of any and all disputes between KCS and one or more of Sellers (each of KCS, on the one hand, and one or more of the Sellers, on the other hand, a “Dispute Party” and together, the “Dispute Parties”) arising from or in connection with this Agreement (except those to be resolved pursuant to Section 10.5(e)), the Ancillary Agreements or any transactions contemplated by this Agreement or the Ancillary Agreements, whether based on contract, tort, common law, equity, statute, regulation, order or otherwise, (“Disputes”) including Disputes arising in connection with claims by third persons, shall be exclusively governed by and construed settled in accordance with the laws provisions of this Section 12.11; provided, that the State foregoing shall not preclude equitable or other judicial relief to enforce the provisions hereof or to preserve the status quo pending resolution of CaliforniaDisputes hereunder. (b) THIS AGREEMENT, without giving effect THE LEGAL RELATIONS BETWEEN THE PARTIES HERETO AND THE ADJUDICATION AND ENFORCEMENT THEREOF, SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF DELAWARE AND THE FEDERAL LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO APPLICABLE CHOICE OF LAW PROVISIONS. (c) As to any principles or rules regarding conflicts Dispute which is not resolved in the ordinary course of laws (either of the State of California or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of California. B. In the event of any dispute or controversy arising out of or in any way related to this Agreementbusiness, the matters referred to herein, or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will Dispute Parties shall first attempt in good faith to promptly resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing negotiations between executives. Either of the Dispute Parties may initiate this procedure by delivery of written notice of the Dispute (the “Dispute Notice”) to the other. Not later than twenty (20) days after delivery of the Dispute Notice, one executive of one of the Dispute Parties with authority to settle the Dispute shall meet with one executive of the other Dispute Party with authority to settle the Dispute at a reasonably acceptable time and place, and thereafter as such executives shall deem reasonably necessary. The executives shall exchange relevant information and endeavor to resolve the Dispute. Prior to any such meeting, each Dispute Party’s executive shall advise the other as to any individuals who will attend such meeting with the executive. All negotiations pursuant to this Section 12.11(c) shall be confidential and shall be treated as compromise negotiations for purposes of Rule 408 of the Federal Rules of Evidence and similarly under other local or foreign rules of evidence. (d) Each Dispute Party hereby agrees to submit all Disputes not resolved pursuant to Section 12.11(c) to final and binding arbitration in New York, New York. Either Dispute Party may initiate such arbitration by delivery of a demand therefor (the “Arbitration Demand”) to the other party, setting forth Dispute Party not sooner than sixty (60) days after the subject date of delivery of the Dispute. The recipient Dispute Notice but promptly thereafter; provided, that if a Dispute Party rejects participation in the procedures provided under Section 12.11(c), the other Dispute Party may initiate arbitration at such earlier time as such rejection shall become reasonably apparent, and, whenever arbitration is initiated, may seek recovery of any damages or expenses arising from such notice will respond rejection, including attorney’s fees and expenses, Arbitration Costs (as defined below) in writing connection with arbitration hereunder. (i) Three (3) Arbitrators shall be appointed (the “Arbitrators”), one of whom shall be appointed by KCS, one by TMM, and the third of whom, who shall act as the chairman of the arbitral tribunal, shall be appointed by the first two (2) Arbitrators within ten (10) calendar days with a statement Business Days of its position on and recommended solution to the Disputefirst two (2) Arbitrators confirmation by the American Arbitration Association. Each Party agrees that Sellers shall be considered jointly as one side for the purposes of constitution of the arbitration tribunal hereunder. If either Dispute Party fails to appoint an Arbitrator within ten (10) Business Days of a request in writing by the other Dispute is Party to do so or if the first two Arbitrators cannot resolved agree on the appointment of the third Arbitrator within ten (10) Business Days of their confirmation by this exchange of correspondencethe American Arbitration Association, then representatives of each party such Arbitrator shall be appointed by the American Arbitration Association in accordance with full settlement authority will meet at its Commercial Arbitration Rules. As soon as the arbitration tribunal has been convened, a mutually agreeable time and place hearing date shall be set within thirty fifteen (3015) calendar days of thereafter; provided, that the Arbitrators may extend the date of the initial notice hearing upon request of any Dispute Party to the extent necessary to insure that such Dispute Party is given a reasonable period of time to prepare for the hearing. Written submittals in order the English language shall be presented and exchanged by both Dispute Parties five (5) Business Days before the hearing date. At such time the Dispute Parties shall also exchange copies of all documentary evidence upon which they will rely at the arbitration hearing and a list of the witnesses whom they intend to exchange relevant information call to testify at the hearing. The Arbitrators shall make their determination as promptly as practicable after conclusion of the hearing. (ii) The arbitration shall be conducted in the English language pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Notwithstanding the foregoing, (A) each Dispute Party shall have the right to audit the books and perspectivesrecords of the other Dispute Party that are reasonably related to the Dispute; (B) each Dispute Party shall provide to the other, reasonably in advance of any hearing, copies of all documents which a Dispute Party intends to present in such hearing; (C) all hearings shall be conducted on an expedited schedule; and (D) all proceedings shall be confidential, except that either Dispute Party may at its expense make a stenographic record thereof. (iii) The Arbitrators shall endeavor to complete all hearings not later than one hundred twenty (120) days after their tribunal has been convened, and shall make a final award as promptly as practicable thereafter. Such award shall be communicated, in writing, by the Arbitrators to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiationsParties, such Dispute and shall be settled exclusively by final contain specific findings of fact and binding arbitration in Los Angeles, California conclusions of law in accordance with the then current rules governing law set forth in Section 12.11(b) of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosureAgreement. Any award issued as a result of such arbitration Arbitrators shall be final and binding between upon the parties thereto Parties to this Agreement and shall not be enforceable attacked by any of the Parties to this Agreement in any court of law and may be enforced in any court having jurisdiction, including expressly the courts of the State of New York, United States of America, and the courts of the Federal District of Mexico. Any such award shall include appropriate instructions to the Escrow Agent under the Closing Escrow Agreement. The Arbitrators shall apportion all costs and expenses of the arbitration, including the Arbitrators’ fees and expenses, fees and expenses of experts and fees and expenses of translators (“Arbitration Costs”) between the prevailing and non-prevailing Dispute Party as the Arbitrators shall deem fair and reasonable. In circumstances where (A) a Dispute has been asserted or defended against on grounds that the Arbitrators deem manifestly unreasonable, or (B) the non-prevailing Dispute Party has rejected participation in procedures under Section 12.11(c), the Arbitrators may assess all Arbitration Costs against the non-prevailing Dispute Party and may include in the award the prevailing Dispute Party’s attorney’s fees and expenses in connection with any and all proceedings under this Section 12.11. Notwithstanding the foregoing, in no event may the Arbitrators award multiple or punitive damages. (e) Pursuant to an agreement of the Parties hereto or a judicial determination that a Dispute is not subject to final and binding arbitration as set forth in Section 12.11, KCS and each of Sellers irrevocably agrees that any legal action or proceeding against it with respect to this Agreement and any transaction contemplated by this Agreement shall be brought only in the courts of the State of New York, or of Federal courts of the United States of America sitting in New York, and by execution and delivery of this Agreement, KCS and each of Sellers irrevocably submits to the venue and jurisdiction over of each such court and irrevocably waives any objection or defense such Party may have to venue or personal jurisdiction in any such court for the party against whom enforcement is sought. By entering into purpose of resolving any claim, dispute, cause of action arising out of or related to this Agreement (including any claim that the suit or action has been brought in an inconvenient forum and any right to which it may become entitled on account of place of residence or domicile), the alleged breach of this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court enforcement of law or before a jury and waive the right terms of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, the Acquisition, the Ancillary Agreements and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary terms contemplated hereby and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrainedthereby. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense A final judgment in any suit, action or proceeding shall be conclusive and may be enforced in any court where jurisdiction over the Parties may be had or in which the Parties are subject to enforce service of process. (f) Each of the Parties irrevocably appoints CT Corporation (the “Process Agent”), at 100 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (212-894-8940), respectively, as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on behalf of each of the Parties and their respective properties and revenues, service of copies of the summons and complaint and any provision hereof other process which may be served in any such suit, action or proceeding brought in the State of New York, and each of the Parties hereto agrees that failure of the other party has Process Agent to give any notice of any such service of process to any of the Parties hereto shall not impair or had an adequate remedy at lawaffect the validity of such service or the enforcement of any judgment based thereon.

Governing Law; Dispute Resolution. A. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California, Delaware (without giving effect reference to any principles or rules regarding the conflicts of laws law provisions thereof). The parties (either a) hereby irrevocably and unconditionally submit to the jurisdiction of the State state courts of California or any other jurisdiction) that would cause Delaware and to the application jurisdiction of the law United States District Court for the District of Delaware for the purpose of any suit, action or other jurisdiction other than the State of California. B. In the event of any dispute or controversy proceeding arising out of or in any way related to based upon this Agreement, the matters referred (b) agree not to hereincommence any suit, action or the Products to be supplied by Supplier pursuant to other proceeding arising out of or based upon this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course state courts of judicialDelaware or the United States District Court for the District of Delaware, regulatoryand (c) hereby waive, and agree not to assert, by way of motion, as a defense, or arbitration otherwise, in any such suit, action or proceeding, or as may be demanded by government authority. Before making any disclosure permitted by claim that it is not subject personally to the preceding sentence, a party shall give the other party reasonable advance written notice jurisdiction of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement above-named courts, that its property is sought. By entering into this Agreementexempt or immune from attachment or execution, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breachsuit, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof is brought in an inconvenient forum, that the other party has venue of the suit, action or had an adequate remedy at lawproceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. WAIVER OF JURY TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

Governing Law; Dispute Resolution. A. This 9.1 It is the intent of the parties hereto that all questions with respect to the construction of this Agreement and the rights and liabilities of the parties hereunder shall be governed by and construed determined in accordance with the laws of the State of CaliforniaDelaware, without giving effect regard to any principles or rules regarding of conflicts of laws (either of the State of California or any other jurisdiction) thereof that would cause call for the application of the substantive law of any other jurisdiction other than the State of CaliforniaDelaware. B. In 9.2 Each party irrevocably agrees for the event exclusive benefit of the other that any and all suits, actions or proceedings relating to Sections 5, 6 or 7 of this Agreement (a “Proceeding”) shall be maintained in either the courts of the State of Delaware or the federal District Courts sitting in Wilmington, Delaware (collectively, the “Chosen Courts”), and that the Chosen Courts shall have exclusive jurisdiction to hear and determine or settle any such Proceeding and that any such Proceedings shall only be brought in the Chosen Courts. Each party irrevocably waives any objection that it may have now or hereafter to the laying of the venue of any dispute Proceedings in the Chosen Courts and any claim that any Proceedings have been brought in an inconvenient forum and further irrevocably agrees that a judgment in any Proceeding brought in the Chosen Courts shall be conclusive and binding upon it and may be enforced in the courts of any other jurisdiction. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance on Section 2708 of Title 6 of the Delaware Code. Each of the parties hereto irrevocably and unconditionally agrees (i) that, to the extent such party is not otherwise subject to service of process in the State of Delaware, it will appoint (and maintain an agreement with respect to) an agent in the State of Delaware as such party’s agent for acceptance of legal process and notify the other parties hereto of the name and address of said agent, (ii) that service of process may also be made on such party by pre-paid certified mail with a validated proof of mailing receipt constituting evidence of valid service sent to such party at the address set forth in Section 8 of this Agreement, as such address may be changed from time to time pursuant hereto, and (iii) that service made pursuant to clause (i) or (ii) above shall, to the fullest extent permitted by applicable law, have the same legal force and effect as if served upon such party personally within the State of Delaware. 9.3 Any controversy or claim arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant to any other provision of this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final final, binding and binding non-appealable arbitration in Los AngelesWilmington, California Delaware by a single arbitrator. Subject to the following provisions, the arbitration shall be conducted in accordance with the then current applicable rules of JAMS then in effect. Any award entered by the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement arbitrator shall be decided final, binding and nonappealable and judgment may be entered thereon by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings either party in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party law in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may jurisdiction. This arbitration provision shall be effectively restrainedspecifically enforceable. The parties agree that arbitrator shall have no authority to modify any provision of this Agreement or to award a remedy for a dispute involving this Agreement other than a benefit specifically provided under or by virtue of the Agreement. Each party shall be in addition responsible for its own expenses relating to all other remedies set forth in the Agreement conduct of the arbitration or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that litigation (including reasonable attorneys’ fees and expenses) and shall share the other party has or had an adequate remedy at lawfees of JAMS and the arbitrator, if applicable, equally.

Governing Law; Dispute Resolution. A. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of CaliforniaNew Jersey, without giving effect regard to the choice of law principles thereof. Each of the parties agrees that any principles or rules regarding conflicts of laws (either dispute between the parties shall be resolved only in the courts of the State of California New Jersey or the United States District Court for the District of New Jersey and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (a) submits in any proceeding relating to this Agreement or the Consultant’s service relationship with the Company or any other jurisdiction) that would cause affiliate, or for the application recognition and enforcement of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of the law courts of any other jurisdiction other than the State of California. B. In New Jersey, the event court of the United States of America for the District of New Jersey, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any dispute such Proceeding shall be heard and determined in such New Jersey State court or, to the extent permitted by law, in such federal court, (b) consents that any such Proceeding may and shall be brought in such courts and waives any objection that the Consultant or controversy arising out the Company may now or thereafter have to the venue or jurisdiction of or any such Proceeding in any way related such court or that such Proceeding was brought in an inconvenient court and agrees not to this Agreementplead or claim the same, (c) WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE CONSULTANT’S SERVICE RELATIONSHIP WITH THE COMPANY OR ANY AFFILIATE OF THE COMPANY, OR THE CONSULTANT’S OR THE COMPANY’S PERFORMANCE UNDER, OR THE ENFORCEMENT OF, THIS AGREEMENT, (d) agrees that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at the matters referred to herein, Consultant’s or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will attempt Company’s address as provided in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectivesSection 11 hereof, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration (e) agrees that nothing in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed affect the right to practice law effect service of process in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure manner permitted by the preceding sentence, a laws of the State of New Jersey. Each party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by responsible for its own legal fees incurred in connection with any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angelesdispute hereunder. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at law.

Governing Law; Dispute Resolution. A. This 19.1 It is the intent of the parties hereto that all questions with respect to the construction of this Agreement and the rights and liabilities of the parties hereunder shall be governed by and construed determined in accordance with the laws of the State of CaliforniaDelaware, without giving effect regard to any principles or rules regarding of conflicts of laws (either of the State of California or any other jurisdiction) thereof that would cause call for the application of the substantive law of any other jurisdiction other than the State of CaliforniaDelaware. B. In 19.2 Each party irrevocably agrees for the event exclusive benefit of the other that any dispute and all suits, actions or controversy arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant proceedings relating to this Agreement (each, a “DisputeProceeding”)) shall be maintained in either the courts of the State of Delaware or the federal District Courts sitting in Wilmington, Delaware (collectively, the parties will attempt “Chosen Courts”) and that the Chosen Courts shall have exclusive jurisdiction to hear and determine or settle any such Proceeding and that any such Proceedings shall only be brought in good faith the Chosen Courts. Each party irrevocably waives any objection that it may have now or hereafter to resolve through negotiation such Dispute. Either party may initiate negotiations the laying of the venue of any Dispute by providing written notice Proceedings in the Chosen Courts and any claim that any Proceedings have been brought in an inconvenient forum and further irrevocably agrees that a judgment in any Proceeding brought in the Chosen Courts shall be conclusive and binding upon it and may be enforced in the courts of any other jurisdiction. 19.3 Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance on Section 2708 of Title 6 of the Delaware Code. Each of the parties hereto irrevocably and unconditionally agrees that (i) to the extent such party is not otherwise subject to service of process in the State of Delaware, it will appoint (and maintain an agreement with respect to) an agent in the State of Delaware as such party’s agent for acceptance of legal process and notify the other party, setting forth the subject parties hereto of the Dispute. The recipient name and address of said agent, (ii) service of process may also be made on such notice will respond in writing within ten (10) calendar days party by pre-paid certified mail with a statement validated proof of its position on and recommended solution mailing receipt constituting evidence of valid service sent to such party at the Dispute. If the Dispute is not resolved by this exchange address set forth in Section 15 of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right as such address may be changed from time to have any Disputes decided in a court of law or before a jury and waive the right of appealtime pursuant hereto, and instead of relying on said rights(iii) service made pursuant to clause (i) or (ii) above shall, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other fullest extent permitted by applicable law, have the same legal force and effect as if served upon such party and, in personally within the event State of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at lawDelaware.

Governing Law; Dispute Resolution. A. 16.4.1 This Agreement, and any disputes between the Parties related to or arising out of this Agreement shall (including the Parties’ relationship created hereby, the negotiations for and entry into this Agreement, its conclusion, binding effect, amendment, coverage, termination, or the performance or alleged non-performance of a Party of its obligations under this Agreement) (each a “Dispute”), will be governed by and construed in accordance with the laws of the State of CaliforniaNew York, USA without giving effect reference to any choice of law principles or rules regarding conflicts of laws (either of the State of California or any other jurisdiction) thereof that would cause the application of the law laws of any other jurisdiction other than the State of Californiaa different jurisdiction. B. 16.4.2 In the event of any dispute Dispute, a Party may notify the other Party in writing of such Dispute, and the Parties will try to settle such Dispute amicably between themselves. If the Parties are unable to resolve the Dispute within 20 days of receipt of the written notice by the other Party, such Dispute will be referred to the Chief Executive Officers of each of the Parties (or controversy arising out their respective designees) who will use their good faith efforts to resolve the Dispute within 30 days after it was referred to the Chief Executive Officers. 16.4.3 Any Dispute that is not resolved as provided in Section 16.4.2, whether before or after termination of or in any way related to this Agreement, will be resolved by litigation in the matters referred courts of competent jurisdiction located in New York, New York, USA without giving effect to herein, or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Disputeconflict of laws principles. Either party may initiate negotiations of any Dispute by providing written notice Each Party hereby agrees to the other party, setting forth the subject of the Dispute. The recipient exclusive jurisdiction of such notice will respond in writing within ten (10) calendar days with a statement of its position on courts and recommended solution waives any objections as to the Dispute. If the Dispute is not resolved by this exchange personal jurisdiction or venue of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Disputesuch courts. C. If 16.4.4 Notwithstanding the Dispute is not resolved by these negotiationsforegoing, such Dispute shall be settled exclusively by final and binding arbitration nothing in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties Section 16.4 will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional limit either Party’s right to have any Disputes decided seek immediate temporary injunctive or other temporary equitable relief whenever the facts or circumstances would permit a Party to seek such relief in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angelescompetent jurisdiction. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at law.

Governing Law; Dispute Resolution. A. This 9.1 It is the intent of the parties hereto that all questions with respect to the construction of this Agreement and the rights and liabilities of the parties hereunder shall be governed by and construed determined in accordance with the laws of the State of CaliforniaDelaware, without giving effect regard to any principles or rules regarding of conflicts of laws (either of the State of California or any other jurisdiction) thereof that would cause call for the application of the substantive law of any other jurisdiction other than the State of CaliforniaDelaware. B. In 9.2 Each party irrevocably agrees for the event exclusive benefit of the other that any and all suits, actions or proceedings relating to Sections 5, 6 or 7 of this Agreement (a “Proceeding”) shall be maintained in either the courts of the State of Delaware or the federal District Courts sitting in Wilmington, Delaware (collectively, the “Chosen Courts”) and that the Chosen Courts shall have exclusive jurisdiction to hear and determine or settle any such Proceeding and that any such Proceedings shall only be brought in the Chosen Courts. Each party irrevocably waives any objection that it may have now or hereafter to the laying of the venue of any dispute Proceedings in the Chosen Courts and any claim that any Proceedings have been brought in an inconvenient forum and further irrevocably agrees that a judgment in any Proceeding brought in the Chosen Courts shall be conclusive and binding upon it and may be enforced in the courts of any other jurisdiction. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance on Section 2708 of Title 6 of the Delaware Code. Each of the parties hereto irrevocably and unconditionally agrees (i) that, to the extent the Company is not otherwise subject to service of process in the State of Delaware, it will appoint (and maintain an agreement with respect to) an agent in the State of Delaware as the Company’s agent for acceptance of legal process and notify the other parties hereto of the name and address of said agent, (ii) that service of process may also be made on such party by pre-paid certified mail with a validated proof of mailing receipt constituting evidence of valid service sent to such party at the address set forth in Section 8 of this Agreement, as such address may be changed from time to time pursuant hereto, and (iii) that service made pursuant to clause (i) or (ii) above shall, to the fullest extent permitted by applicable law, have the same legal force and effect as if served upon such party personally within the State of Delaware. 9.3 Any controversy or claim arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant to any other provision of this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final final, binding and binding non-appealable arbitration in Los AngelesHampton, California Virginia by a single arbitrator. Subject to the following provisions, the arbitration shall be conducted in accordance with the then current applicable rules of JAMS then in effect. Any award entered by the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement arbitrator shall be decided final, binding and nonappealable and judgment may be entered thereon by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings either party in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party law in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may jurisdiction. This arbitration provision shall be effectively restrainedspecifically enforceable. The parties agree that arbitrator shall have no authority to modify any provision of this Agreement or to award a remedy for a dispute involving this Agreement other than a benefit specifically provided under or by virtue of the Agreement. Each party shall be in addition responsible for its own expenses relating to all other remedies set forth in the Agreement conduct of the arbitration or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at lawlitigation (including reasonable attorneys’ fees and expenses).

Governing Law; Dispute Resolution. A. (a) This Agreement Limited Guarantee shall be interpreted, construed and governed by and construed in accordance with the laws Laws of the State of California, Nevada applicable to contracts to be made and performed entirely therein without giving effect to any the principles or rules regarding of conflicts of laws (either law thereof or of any other jurisdiction. All claims, actions, suits and arising out of or relating to this Limited Guarantee shall be brought and determined in the Court of the State of California or any other jurisdiction) that would cause Nevada located in Xxxxx County, Nevada or, only if the application Court of the law of any other jurisdiction other than the State of California. B. In Nevada located in Xxxxx County, Nevada declines to accept or does not have jurisdiction over a particular matter, any court of the event United States or any state court located in the State of Nevada (and each such party shall not bring any dispute or controversy Legal Proceeding arising out of or relating to this Limited Guarantee in any court other than the aforesaid courts), and each of the parties hereto hereby irrevocably submits with regard to any such Legal Proceeding for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the aforesaid courts. Each of parties hereto hereby irrevocably waives, and agrees not to assert, by way related of motion, as a defense, counterclaim or otherwise, in any such Legal Proceeding, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to lawfully serve process, (ii) that it or its property is exempt or immune from jurisdiction of 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) that (x) such Legal Proceeding in any such court is brought in an inconvenient forum, (y) the venue of such Legal Proceeding is improper and (z) this Agreement, the matters referred to herein, Limited Guarantee or the Products to subject matter hereof or thereof, may not be supplied enforced in or by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Disputecourts. C. If the Dispute is not resolved by these negotiations(b) EACH PARTY HERETO HEREBY WAIVES, such Dispute shall be settled exclusively by final and binding arbitration in Los AngelesTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, California in accordance with the then current rules of the American Arbitration Association ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LIMITED GUARANTEE. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY EACH PARTY, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL. EACH PARTY HERETO (“AAA”A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTEE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 10(b). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at law.

Governing Law; Dispute Resolution. A. This 9.1 It is the intent of the parties hereto that all questions with respect to the construction of this Agreement and the rights and liabilities of the parties hereunder shall be governed by and construed determined in accordance with the laws of the State of CaliforniaNevada, without giving effect regard to any principles or rules regarding of conflicts of laws (either of the State of California or any other jurisdiction) thereof that would cause call for the application of the substantive law of any other jurisdiction other than the State of CaliforniaNevada. B. In 9.2 Each party irrevocably agrees for the event exclusive benefit of the other that any and all suits, actions or proceedings relating to Sections 5, 6 or 7 of this Agreement (a “Proceeding”) shall be maintained in either the courts of the State of Nevada or the federal Xxxxxxxx Xxxxxx sitting in Las Vegas, Nevada (collectively, the “Chosen Courts”), applying the law of the State of Nevada without regard to principles of conflicts of law, and that the Chosen Courts shall have exclusive jurisdiction to hear and determine or settle any such Proceeding and that any such Proceedings shall only be brought in the Chosen Courts. Each party irrevocably waives any objection that it may have now or hereafter to the laying of the venue of any dispute Proceedings in the Chosen Courts and any claim that any Proceedings have been brought in an inconvenient forum and further irrevocably agrees that a judgment in any Proceeding brought in the Chosen Courts shall be conclusive and binding upon it and may be enforced in the courts of any other jurisdiction. Each of the parties hereto agrees that this Agreement has been entered into in express reliance on Section 104.5116 of Title 8 of the Nevada Revised Statutes. Each of the parties hereto irrevocably and unconditionally agrees (i) that, to the extent such party is not otherwise subject to service of process in the State of Nevada, it will appoint (and maintain an agreement with respect to) an agent in the State of Nevada as such party’s agent for acceptance of legal process and notify the other parties hereto of the name and address of said agent, (ii) that service of process may also be made on such party by pre-paid certified mail with a validated proof of mailing receipt constituting evidence of valid service sent to such party at the address set forth in Section 8 of this Agreement, as such address may be changed from time to time pursuant hereto, and (iii) that service made pursuant to clause (i) or (ii) above shall, to the fullest extent permitted by applicable law, have the same legal force and effect as if served upon such party personally within the State of Nevada or within any other State as required by applicable law. 9.3 Any controversy or claim arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant to any other provision of this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final final, binding and binding non-appealable arbitration in Los AngelesLas Vegas, California Nevada by a single arbitrator applying the law of the State of the Nevada without regard to principles of conflicts of law. Subject to the following provisions, the arbitration shall be conducted in accordance with the then current applicable rules of JAMS then in effect. Any award entered by the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement arbitrator shall be decided final, binding and nonappealable and judgment may be entered thereon by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings either party in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party law in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may jurisdiction. This arbitration provision shall be effectively restrainedspecifically enforceable. The parties agree that arbitrator shall have no authority to modify any provision of this Agreement or to award a remedy for a dispute involving this Agreement other than a benefit specifically provided under or by virtue of the Agreement. Each party shall be in addition responsible for its own expenses relating to all other remedies set forth in the Agreement conduct of the arbitration or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that litigation (including reasonable attorneys’ fees and expenses) and shall share the other party has or had an adequate remedy at lawfees of JAMS and the arbitrator, if applicable, equally.

Governing Law; Dispute Resolution. A. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any New York (regardless of the laws that might otherwise govern under applicable principles or rules regarding of conflicts of laws law). (either b) Each of the State of California Company, Deutsche Telekom AG and the Selling Stockholder irrevocably consents and agrees that any legal action, suit or proceeding by the Underwriters or any other jurisdiction) that would cause the application person controlling any of the law of any other jurisdiction other than the State of California. B. In the event of any dispute Underwriters (a "Specified Party") with respect to their rights, obligations or controversy liabilities under or arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance connection with this Agreement shall be decided brought by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither such party shall disclose any information about the evidence produced by the other party only in the arbitration proceedingsUnited States District Court for the Southern District of New York or, except in the course event (but only in the event) such court does not have subject matter jurisdiction over such action, suit or proceeding, in the courts of judicialthe State of New York sitting in the Borough of Manhattan, regulatoryNew York City, and each of the Company, Deutsche Telekom and the Selling Stockholder hereby irrevocably waives any claim that such proceeding has been brought in an inconvenient forum and irrevocably accepts and submits to the jurisdiction of each of the aforesaid courts in personam, with respect to any such action, suit or proceeding (including, without limitation, claims for interim relief, counterclaims, actions with multiple defendants and actions in which such party is impled), it being understood that this provision inures to the benefit only of Specified Parties and no third parties. Each of the Underwriters, the Company, Deutsche Telekom AG and the Selling Stockholder hereto irrevocably and unconditionally waives any right that it may have to a jury trial in any legal action, suit or proceeding with respect to, or arbitration proceeding, arising out of or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into in connection with this Agreement. Each of Deutsche Telekom AG and the Selling Stockholder hereby irrevocably designates CT Corporation System (in such capacity, the parties are waiving their constitutional right "Process Agent"), with an office at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its designee, appointee and agent to have any Disputes decided in a court receive, for and on its behalf service of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party process in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve jurisdiction in any disputes between them legal action or proceedings with respect to this Agreement, and that this clause such service shall be grounds for dismissal deemed complete upon delivery thereof to the Process Agent, provided that in the case of any court such service upon the Process Agent, the party effecting such service shall also deliver a copy thereof to Deutsche Telekom AG and the Selling Stockholder in the manner provided in Section 14. Each of Deutsche Telekom AG and the Selling Stockholder hereby confirm that they have paid in full the fee charged by the Process Agent to act as such for the five year period beginning on the date hereof and each shall take all such action commenced as may be necessary to continue said appointment in full force and effect or to appoint another agent so that Deutsche Telekom AG and the Selling Stockholder will at all times during such period have an agent for service of process for the above purposes in New York, New York. In the event of the transfer of all or substantially all of the assets and business of the Process Agent to any other corporation by consolidation, merger, sale of assets or otherwise, such other corporation shall be substituted hereunder for the Process Agent with respect the same effect as if named herein in place of CT Corporation System. Each of the Company, Deutsche Telekom AG and the Selling Stockholder further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered airmail, postage prepaid, to such party at its address set forth in this Agreement, other than post-arbitration actions seeking with copies to enforce an arbitration award and actions seeking equitablecounsel as specified under Section 14, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall such service of process to be resolved exclusively in the state or federal courts sitting in the County effective upon acknowledgment of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event receipt of such breachregistered mail. Nothing herein shall affect the right of the Underwriters or any person controlling the Underwriters to serve process in any other manner permitted by applicable law. Each of the Company, or threatened breachDeutsche Telekom AG, the breaching party agrees Underwriters and the Selling Stockholder expressly acknowledges that the other party will have available foregoing waivers are intended to be irrevocable under the right to preliminary laws of the State of New York and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance the United States of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at lawAmerica.

Governing Law; Dispute Resolution. A. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles or rules regarding conflicts of laws (either of the State of California or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of CaliforniaNew York. B. (i) In the event of an effort to resolve informally and amicably any dispute claim or controversy arising out of or in any way related to this AgreementAgreement or the breach, termination, enforcement, interpretation or validity thereof, each party shall notify the matters referred other of any difference or dispute hereunder that requires resolution. Practice Services and WebMD shall each designate an executive officer to hereininvestigate, discuss and seek to settle the matter between them. If the two are unable to settle the matter within 30 days after such notification, or the Products to be supplied by Supplier pursuant to this Agreement (eachsuch longer time period as they shall agree upon, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angelesarbitration, California in accordance with Paragraph (ii) of this Section 6(h) to resolve such matter, which the then current rules of the American Arbitration Association (“AAA”). The parties agree that is the sole and exclusive procedure for any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitratorsuch dispute, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA proceduresexcept as otherwise provided therein. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedingsoffers, except promises, negotiations, conduct and/or statements, whether oral or written, made in the course of judicialthe settlement discussions contemplated by this Paragraph (i) by any of the parties, regulatorytheir agents, employees, experts and/or attorneys are, and shall be deemed, confidential, and made executed and delivered solely for the purposes of settlement or compromise, and inadmissible for any purpose, including, without limitation, impeachment, in any arbitration or other proceeding involving the parties or any third parties, or arbitration proceedingin any court or forum whatsoever, provided however that the use of a statement or information as may contemplated in a settlement under this Paragraph (i) that would be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party admissible or discoverable shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued not be rendered inadmissible or non-discoverable solely as a result of such use. (ii) The following process shall be followed if, and after, the informal procedures in Paragraph (i) above do not result in a resolution of the matter. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate (collectively, a “Claim”), shall be determined by binding arbitration in New York, New York before three arbitrators. The arbitration shall be final administered (including selection of the arbitrators) by JAMS (wxx.xxxxxxx.xxx) pursuant to its Comprehensive Arbitration Rules and binding between Procedures. Judgment on the parties thereto and shall award may be enforceable by entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction over permitted under the terms of this Section 6(h). In the event of any Claim under this Agreement or the enforcement of any right under this Agreement by either party, regardless of whether WebMD or Practice Services prevails, each party against whom enforcement is soughthereby agrees to be responsible for all its own costs and expenses relating thereto, including the reasonable attorneys fees and expenses of its attorneys and other professionals it may retain. By entering into The parties hereby agree to submit to the exclusive personal and subject matter jurisdiction and to the venue of the Supreme Court of the State of New York, County of New York, for all purposes associated with this Agreement, including the agreement to arbitrate, enforcing the agreement to arbitrate, and seeking provisional relief pending award and entering judgment upon the award. Nothing contained in this Section shall preclude the arbitrators from granting, where appropriate, injunctive or other provisional relief pending a final award. Notwithstanding the provisions of this Section 6, either party may pursue any provisional remedy (including but limited to preliminary injunctive relief) to either restrain or mandate certain conduct in the courts designated in this Section. The parties are waiving their constitutional shall have the right to have any Disputes decided in obtain such provisional injunctive relief from a court of law or before a jury designated in this Section pending the determination and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state arbitration proceeding. If JAMS is no longer available or federal courts sitting in is unwilling to accept the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breachdesignation provided hereunder, the breaching party agrees that the other party will have available the right parties shall mutually agree upon a substitute professional neutral administrator to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at lawreplace JAMS.

Governing Law; Dispute Resolution. A. (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 or the negotiation, execution or performance hereof, shall be governed by and construed in accordance with the laws of the State of CaliforniaDelaware, without giving effect to any principles choice or rules regarding conflicts conflict of laws law provision or rule (either whether of the State of California Delaware or any other jurisdiction) that would cause the application of the law laws of any other jurisdiction other than the State of CaliforniaDelaware. B. (b) In the event of any dispute dispute, controversy or controversy claim arising out of or in any way related relating to this Agreement, or the matters referred to hereinenforcement or breach hereof, or the Products to be supplied by Supplier pursuant to this Agreement any transactions contemplated hereby (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party any Party hereto may initiate negotiations of any Dispute by providing send a written notice of such Dispute to the other partyParties hereto (a “Dispute Notice”) and the Parties hereto shall consult and negotiate with each other and, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with recognizing their mutual interests, attempt to reach a statement of its position on and recommended solution satisfactory to the Disputeall Parties. If the Dispute is they do not resolved by this exchange reach settlement within a period of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of after the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If that the Dispute Notice is not resolved by these negotiationsgiven, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California then the Parties may elect to pursue legal remedies in accordance with the then current rules Sections 10(b) and (c). In addition, each of the American Arbitration Association (“AAA”). The parties agree Parties irrevocably agrees that any and all Disputes that are submitted legal action or proceeding with respect to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge and the rights and obligations arising hereunder, or attorney licensed to practice law for recognition and enforcement of any judgment in California with at least fifteen (15) years respect of experience in complex commercial transactions. If this Agreement and the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA rights and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced obligations arising hereunder brought by the other party Party or its successors or assigns, shall be brought and determined exclusively in the arbitration proceedingsDelaware Court of Chancery, except 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 the course of judicialeach case, regulatory, or arbitration proceeding, or as may be demanded by government authorityany appellate court therefrom. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice Each of the intended disclosure Parties hereby irrevocably submits with regard to any such action or proceeding for itself and an opportunity in respect of its property, generally and unconditionally, to prevent disclosurethe personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Any award issued Each of the Parties hereby irrevocably waives, and agrees not to assert as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by defense, counterclaim or otherwise, in any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law action or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them proceeding with respect to this Agreement, and (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this clause shall be grounds for dismissal Section 10, (ii) any claim that it or its property is exempt or immune from the 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 commenced by with respect to 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, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitableor the subject matter hereof, injunctive may not be enforced in or other similar relief by such courts. Each of the Parties agrees that service of process upon such Party in any such action or proceeding shall be effective if such process is given as a notice in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los AngelesSection 7. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and(c) EACH OF THE PARTIES IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY DIRECT OR INDIRECT ACTION, in the event of such breachPROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, or threatened breachTHE TRANSACTIONS CONTEMPLATED HEREIN OR THE FINANCING. EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breachAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, or threatened breachEXPRESSLY OR OTHERWISE, and to specific performance of any covenant contained hereinTHAT SUCH OTHER PARTY WOULD NOT, in each case without the proof of actual damage or any bond or similar security being postedIN THE EVENT OF LITIGATION, in order that the breachSEEK TO ENFORCE THE FOREGOING WAIVER, or threatened breach(II) MAKES THIS WAIVER VOLUNTARILY, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at lawAND (III) ACKNOWLEDGES THAT EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 10.

Governing Law; Dispute Resolution. A. This Agreement and its validity, construction, enforcement, interpretation and judicial proceeding shall be governed by and construed in accordance with the substantive laws of the State of California, New York without giving effect to any principles choice or rules regarding conflicts conflict of laws (either of the State of California law provision or any other jurisdiction) rule that would cause the application of the law laws of any other jurisdiction other than the State of California. B. In the event of New York. For any dispute dispute, claim or controversy arising out of hereunder or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rightsconnection herewith, each party is solely (i) consents to and knowingly accepting accepts, generally and unconditionally, the use exclusive personal jurisdiction of arbitration as a means of resolution of the state and federal courts located in Denver, Colorado and any Disputes. The prevailing party related appellate court, and irrevocably agrees to be bound by any judgment rendered thereby in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them connection with respect to this Agreement, and that this clause shall be grounds for dismissal (ii) irrevocably waives any objection it may now or hereafter have as to the venue of any such suit, action or proceeding brought in such a court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce or that such court is an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall inconvenient forum. The Parties hereto acknowledge that money damages would be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a an inadequate remedy for any breach of its obligations under Paragraph 14 will result in irreparable harm to the other party Section 4.2 and, therefore, in the event of such breach, a breach or threatened breachbreach of Section 4.2, the breaching party agrees that the a Party may, in addition to other party will have available the right rights and remedies existing in its favor, apply to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to prevent or curtail any such breachenforce, or threatened breachprevent any violations of, and to specific performance the provisions of any covenant contained hereinSection 4.2. IN THE EVENT OF ANY JUDICIAL PROCEEDINGS, in each case without the proof of actual damage or any bond or similar security being postedTHE PARTIES KNOWINGLY AND VOLUNTARILY, in order that the breachAND HAVING HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL, or threatened breachWAIVE ALL RIGHTS TO TRIAL BY JURY, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at lawAND AGREE THAT ANY AND ALL MATTERS SHALL BE DECIDED BY A JUDGE WITHOUT A JURY TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW.

Governing Law; Dispute Resolution. A. (a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of California, New York without giving effect to any principles choice or rules regarding conflicts conflict of laws law provision or rule (either whether of the State of California New York or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of California). B. In (b) Except to the event extent a different procedure is expressly provided for herein and subject to the limitations of set forth in Article VIII (Indemnification), including, without limitation, Section 8.09 (Exclusive Remedies), if any dispute or controversy arising arises (i) out of or in any way related to relating to, this Agreement, the matters referred to hereinany Transaction Document or any alleged breach hereof or thereof, or (ii) with respect to any of the Products to be supplied by Supplier pursuant to this Agreement Transactions (each, a “Dispute”), the party desiring to resolve such Dispute shall deliver a written notice describing such Dispute with reasonable specificity to the other parties will attempt (“Dispute Notice”). If any party delivers a Dispute Notice pursuant to this Section 10.09 (Governing Law; Dispute Resolution), the parties involved in the Dispute shall meet at least twice within the thirty (30) day period commencing with the date of the Dispute Notice and in good faith shall attempt to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten . (10c) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange pursuant to Section 10.09(b) (Governing Law; Dispute Resolution) above, the Dispute shall be submitted to nonbinding mediation with a mutually agreed upon mediator. A demand for mediation shall be forwarded in writing to the other party. Within ten (10) days after receipt of correspondencethe demand for mediation, the parties shall attempt in good faith to agree on a mediator. Should however, the parties fail to agree on a mediator, then representatives of each party with full settlement authority will meet at shall select a mutually agreeable time mediator and place the two mediators so chosen shall select a third mediator. Mediation shall be conducted by the panel of three mediators. The mediation shall be held within thirty (30) calendar days from the selection of the date mediator. Each party shall bear its own expenses of such mediation, including the attorneys’ fees and expenses of the initial notice in order parties. If either party is dissatisfied with such mediation, either party shall have the right to exchange relevant information and perspectives, and submit such dispute to attempt arbitration pursuant to resolve the Disputefollowing subsection (d). C. (d) If the Dispute is not resolved by these negotiationspursuant to Section 10.09(b) or (c) (Governing Law; Dispute Resolution) above, such the Dispute or indemnification claim shall be settled exclusively by final and binding arbitration conducted in Los AngelesSan Diego, California California, or such other place as mutually agreed to by the parties, which shall be in accordance with the then current rules effective Comprehensive Arbitration Rules of JAMS. The arbitration of such issues, including the determination of any amount of Losses suffered by any party hereto by reason of the American Arbitration Association (“AAA”). The parties agree that acts or omissions of any and all Disputes that are submitted to arbitration in accordance with this Agreement party, shall be decided by one subject to all limitations of liability set forth in this Agreement, including, without limitation, Article VIII (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitratorIndemnification), AAA and shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between upon all parties. Judgment on the parties thereto and shall award rendered by the arbitrator may be enforceable by entered in any court having jurisdiction over jurisdiction. The arbitrator shall have the party against whom enforcement is sought. By entering into authority to award any remedy or relief that a court in the State of California could order or grant, including specific performance of any obligation created under this Agreement, the issuance of an injunction or other provisional relief, or the imposition of sanctions for abuse or frustration of the arbitration process. The arbitrator shall apply the law of the State of New York in deciding the merits of any Dispute. The arbitrator shall provide a written and reasoned explanation for any award rendered in the arbitration. By agreeing to arbitration, the parties are waiving their constitutional right do not intend to have deprive any Disputes decided in a court of law its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment, or before a jury other order in aid of arbitration proceedings and waive the right enforcement of appealany award. Except as otherwise set forth in this Agreement, the cost of any arbitration hereunder, including the cost of the record or transcripts thereof, if any, administrative fees, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and all other fees involved including reasonable attorneys’ fees. The parties agree that this clause has been included fees incurred by the party determined by the arbitrator to rapidly and inexpensively resolve any disputes between them with respect to this Agreementbe the prevailing party, and that this clause shall be grounds for dismissal of any court action commenced paid by with respect the party determined by the arbitrator not to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breachprevailing party, or threatened breach, otherwise allocated in an equitable manner as determined by the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at lawarbitrator.

Governing Law; Dispute Resolution. A. Any dispute between the parties arising out of or relating to this Agreement, including with respect to the interpretation of any provision of this Agreement and with respect to the performance by Vendor or Insurint, shall be resolved as provided in this Section 12.7. 12.7.1 Prior to instituting formal proceedings, Insurint and Vendor shall attempt to resolve all disputes arising out of or relating to this Agreement through internal escalation to senior executives that do not dedicate substantial attention to the daily performance of this Agreement. If the Parties are unable to resolve any disputes after compliance with such informal escalation processes, either party shall be permitted to institute formal proceedings pursuant to Section 12.7.2. This Section 12.7.1 shall not be construed to prevent a party from instituting: (i) formal proceedings earlier to avoid the expiration of any applicable limitations period; (ii) claims for injunctive relief or other equitable relief, if necessary to protect its interests pending completion of any informal escalation process; or (iii) proceedings to preserve a superior position with respect to other creditors. Nothing in this Agreement shall limit either party’s right to any other remedies in equity or at law, including the recovery of damages. 12.7.2 For all litigation that may arise with respect to this Agreement, each party expressly consents to the jurisdiction of the state or federal courts in the Commonwealth of Pennsylvania and hereby further irrevocably waive any claim that any such court lacks jurisdiction over it, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement brought in any of the aforesaid courts, that any such court lacks jurisdiction over it. The parties hereby irrevocably waive any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement the courts referred to in this Section and hereby further irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. The parties further irrevocably consent to the service of process from any of the aforesaid courts by mailing copies thereof by registered or certified mail, postage prepaid, to such party at its address set forth in the opening paragraph of this Agreement, with such service of process to become effective ten days after such mailing. 12.7.3 This Agreement shall be governed by and construed in accordance with the laws of the State Commonwealth of CaliforniaPennsylvania, without giving effect reference to any its choice of law principles or rules regarding conflicts of laws (either of the State of California or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of California. B. In the event of any dispute or controversy arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice and without regard to the other party, setting forth United Nations Convention on the subject International Sale of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the DisputeGoods. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at law.

Governing Law; Dispute Resolution. A. This Agreement shall be governed by (a) Subject to Subsection 7.15(b), the parties (i) hereby irrevocably and construed in accordance with unconditionally submit to the laws jurisdiction of the State state courts of California, without giving effect New York and to any principles or rules regarding conflicts of laws (either the jurisdiction of the State United States District Court for the Southern District of California New York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other jurisdictionproceeding arising out of or based upon this Agreement except in the state courts of New York or the United States District Court for the Southern District of New York, and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that would cause it is not subject personally to the application jurisdiction of the law above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of any other jurisdiction other than the State of Californiasuit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. B. (b) In the event of any a dispute or controversy arising out relating to the number of or in any way related MoviePass subscribers to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant to this Agreement MoviePass product (each, a “Dispute”), such Dispute shall be governed by this Subsection 7.15(b). Helios must, in the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing first instance, provide written notice of the Dispute to MoviePass, which notice must provide a reasonably detailed description of the other party, setting forth the subject of reason for the Dispute. The recipient of such notice will respond in writing Helios and MoviePass shall then seek to resolve the Dispute on an amicable basis within ten (10) calendar business days with a statement of its position on and recommended solution to the Disputenotice of such Dispute being received by MoviePass (the “Resolution Period”). If the Any Dispute that is not resolved during the Resolution Period may immediately be referred to and finally resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days arbitration pursuant to the then-existing Expedited Procedures of the date of Commercial Arbitration Rules (the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules “AAA Procedures”) of the American Arbitration Association (the “AAA”). Any party involved in such Dispute may submit the Dispute to the AAA to commence the proceedings after the Resolution Period. To the extent that the AAA Procedures and this Agreement are in conflict, the terms of this Agreement shall control. The arbitration shall be conducted by one arbitrator nominated by the AAA promptly (but in any event within three (3) business days) after the submission of the Dispute to the AAA and reasonably acceptable to each party subject to the Dispute, which arbitrator shall be a commercial lawyer with substantial experience arbitrating disputes under acquisition agreements. The arbitrator shall accept his or her appointment and begin the arbitration process promptly (but in any event within three (3) business days) after his or her nomination and acceptance by the parties agree that any subject to the Dispute. The proceedings shall be streamlined and all Disputes that are submitted to arbitration efficient. The arbitrator shall decide the Dispute in accordance with this Agreement the substantive law of the State of New York. Time is of the essence. Each party shall be decided by one submit a proposal for resolution of the Dispute to the arbitrator within ten (110) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years business days after confirmation of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate appointment of the arbitrator. The parties will cooperate arbitrator shall have the power to order any party to do, or to refrain from doing, anything consistent with AAA this Agreement and with one another in selecting applicable law, including to perform its contractual obligation(s); provided, that the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither limited to ordering pursuant to the foregoing power (and, for the avoidance of doubt, shall order) the relevant party shall disclose any information about the evidence produced by (or parties, as applicable) to comply with only one or the other party of the proposals. The arbitrator’s award shall be in writing and shall include a reasonable explanation of the arbitration proceedings, except in the course of judicial, regulatory, arbitrator’s reason(s) for selecting one or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice proposal. The seat of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between in the parties thereto and shall borough of Manhattan, State of New York. Judgment on the arbitration award may be enforceable by entered in any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court subject matter of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angelescontroversy. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at law.

Governing Law; Dispute Resolution. A. 18.1. This Agreement shall be governed by and construed in accordance with the laws of the State of CaliforniaKorea, without giving effect reference to any the choice of law principles or rules regarding conflicts thereof. 18.2. Each Party seeking the resolution of laws (either a dispute arising under this Agreement must provide written notice of such dispute to the other Party, which notice shall describe the nature of such dispute. All such disputes shall be referred initially to the Coordinating Committee for resolution. Decisions of the State Coordinating Committee under this Section 18.2 shall be made by unanimous vote of California or any other jurisdiction) that would cause all members and shall be final and legally binding on the application Parties. If a dispute is resolved by the Coordinating Committee, then the terms of the law resolution and settlement of any other jurisdiction other than the State of California. B. such dispute shall be set forth in writing and signed by both Parties. In the event of any that the Coordinating Committee does not resolve a dispute or controversy arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date submission thereof, such dispute shall be resolved in accordance with Section 18.3. Notwithstanding the foregoing, Hynix and NewCo shall each continue to perform its obligations under this Agreement during the pendency of such dispute in accordance with this Agreement. 18.3. The Parties agree that irreparable damage would occur in the event that any of the initial notice provisions of this Agreement were not performed in order accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to exchange relevant information and perspectives, an injunction to prevent any breach of this Agreement and to attempt enforce specifically the terms and provisions of this Agreement by bringing a relevant action in the Seoul Central District Court in Seoul, Korea, in addition to resolve any other remedy to which any Party may be entitled at law or in equity. In addition, the Dispute. C. If Parties agree that any dispute, claims or controversy between the Dispute Parties arising out of or relating to this Agreement, whether in contract, tort, equity or otherwise and whether relating to the meaning, interpretation, effect, validity, performance or enforcement of this Agreement, which is not resolved by these negotiations, such Dispute shall the Coordinating Committee pursuant to Section 18.2 may be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with submitted to the then current rules exclusive jurisdiction of the American Arbitration Association (“AAA”)Seoul Central District Court, in Seoul, Korea. The parties agree that Each of the Parties irrevocably waives, to the fullest extent permitted by law, any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatoryobjection which it may now, or arbitration proceedinghereafter, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breachjurisdiction of, or threatened breachthe venue in, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at lawSeoul Central District Court.

Governing Law; Dispute Resolution. A. This 9.1 It is the intent of the parties hereto that all questions with respect to the construction of this Agreement and the rights and liabilities of the parties hereunder shall be governed by and construed determined in accordance with the laws of the State of CaliforniaDelaware, without giving effect regard to any principles or rules regarding of conflicts of laws (either of the State of California or any other jurisdiction) thereof that would cause call for the application of the substantive law of any other jurisdiction other than the State of CaliforniaDelaware. B. In 9.2 Each party irrevocably agrees for the event exclusive benefit of the other that any and all suits, actions or proceedings relating to Section 5 of this Agreement (a "Proceeding") shall be maintained in either the courts of the State of Delaware or the federal District Courts sitting in Essex County, New Jersey or Wilmington, Delaware (collectively, the "Chosen Courts") and that the Chosen Courts shall have exclusive jurisdiction to hear and determine or settle any such Proceeding and that any such Proceedings shall only be brought in the Chosen Courts. Each party irrevocably waives any objection that it may have now or hereafter to the laying of the venue of any dispute Proceedings in the Chosen Courts and any claim that any Proceedings have been brought in an inconvenient forum and further irrevocably agrees that a judgment in any Proceeding brought in the Chosen Courts shall be conclusive and binding upon it and may be enforced in the courts of any other jurisdiction. 9.3 Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance on Section 2708 of Title 6 of the Delaware Code. Each of the parties hereto irrevocably and unconditionally agrees (i) that, to the extent such party is not otherwise subject to service of process in the State of Delaware, it will appoint (and maintain an agreement with respect to) an agent in the State of Delaware as such party's agent for acceptance of legal process and notify the other parties hereto of the name and address of said agent, (ii) that service of process may also be made on such party by pre-paid certified mail with a validated proof of mailing receipt constituting evidence of valid service sent to such party at the address set forth in Section 8 of this Agreement, as such address may be changed from time to time pursuant hereto, and (iii) that service made pursuant to clause (i) or (ii) above shall, to the fullest extent permitted by applicable law, have the same legal force and effect as if served upon such party personally within the State of Delaware. 9.4 Any controversy or claim arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant to any other provision of this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final final, binding and binding non-appealable arbitration in Los AngelesEssex County, California New Jersey or Wilmington, Delaware by a single arbitrator. Subject to the following provisions, the arbitration shall be conducted in accordance with the then current applicable rules of JAMS then in effect. Any award entered by the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement arbitrator shall be decided final, binding and nonappealable and judgment may be entered thereon by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings either party in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party law in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may jurisdiction. This arbitration provision shall be effectively restrainedspecifically enforceable. The parties agree that arbitrator shall have no authority to modify any provision of this Agreement or to award a remedy for a dispute involving this Agreement other than a benefit specifically provided under or by virtue of the Agreement. Each party shall be in addition responsible for its own expenses relating to all other remedies set forth in the Agreement conduct of the arbitration or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that litigation (including reasonable attorneys' fees and expenses) and shall share the other party has or had an adequate remedy at lawfees of JAMS and the arbitrator, if applicable, equally.

Governing Law; Dispute Resolution. A. This a. It is the intent of the parties hereto that all questions with respect to the construction of this Agreement and the rights and liabilities of the parties hereunder shall be governed by and construed determined in accordance with the laws of the State of CaliforniaDelaware, without giving effect regard to any principles or rules regarding of conflicts of laws (either of the State of California or any other jurisdiction) thereof that would cause call for the application of the substantive law of any other jurisdiction other than the State of CaliforniaDelaware. B. In b. Each party irrevocably agrees for the event exclusive benefit of the other that any dispute and all suits, actions or controversy arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant proceedings relating to this Agreement (each, a “DisputeProceeding”)) shall be maintained in either the courts of the State of Delaware or the federal District Courts sitting in Wilmington, Delaware (collectively, the parties will attempt “Chosen Courts”) and that the Chosen Courts shall have exclusive jurisdiction to hear and determine or settle any such Proceeding and that any such Proceedings shall only be brought in good faith the Chosen Courts. Each party irrevocably waives any objection that it may have now or hereafter to resolve through negotiation such Dispute. Either party may initiate negotiations the laying of the venue of any Dispute by providing written notice to Proceedings in the Chosen Courts and any claim that any Proceedings have been brought in an inconvenient forum and further irrevocably agrees that a judgment in any Proceeding brought in the Chosen Courts shall be conclusive and binding upon it and may be enforced in the courts of any other party, setting forth the subject jurisdiction. c. Each of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”). The parties agree hereto agrees that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with involves at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, $100,000 and that this clause shall be grounds for dismissal Agreement has been entered into in express reliance on Section 2708 of any court action commenced by Title 6 of the Delaware Code. Each of the parties hereto irrevocably and unconditionally agrees that (i) to the extent such party is not otherwise subject to service of process in the State of Delaware, it will appoint (and maintain an agreement with respect to this Agreement, other than post-arbitration actions seeking to enforce to) an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively agent in the state or federal courts sitting in the County State of Los Angeles. D. Each party agrees that a breach Delaware as such party’s agent for acceptance of its obligations under Paragraph 14 will result in irreparable harm to legal process and notify the other parties hereto of the name and address of said agent, (ii) service of process may also be made on such party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the pre-paid certified mail with a validated proof of actual damage or any bond or similar security being posted, in order that mailing receipt constituting evidence of valid service sent to such party at the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies address set forth in Section 15 of the Agreement Employment Agreement, as such address may be changed from time to time pursuant hereto, and (iii) service made pursuant to clause (i) or (ii) above shall, to the fullest extent permitted by applicable law, have the same legal force and effect as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that if served upon such party personally within the other party has or had an adequate remedy at lawState of Delaware.

Governing Law; Dispute Resolution. A. (a) This Agreement Agreement, and the rights and obligations of each and all of the Partners hereunder, shall be governed by and construed in accordance with the laws of the State of CaliforniaDelaware, without giving effect regard to conflict of laws rules thereof. (b) Subject to Section 9.8(c), any dispute, controversy, suit, action or proceeding arising out of or relating to this Agreement will be settled exclusively by arbitration, conducted before a single arbitrator in New York County, New York (applying Delaware law) in accordance with, and pursuant to, the applicable rules of JAMS (“JAMS”). The arbitration shall be conducted on a strictly confidential basis, and none of the parties shall disclose the existence of a claim, the nature of a claim, any documents, exhibits, or information exchanged or presented in connection with such a claim, or the result of any action, to any principles third party, except as required by law, with the sole exception of their legal counsel and parties engaged by that counsel to assist in the arbitration process, who also shall be bound by these confidentiality terms. The decision of the arbitrator will be final and binding upon the parties hereto. Any arbitral award may be entered as a judgment or rules regarding conflicts order in any court of competent jurisdiction. Either party may commence litigation in court to obtain injunctive relief in aid of arbitration, to compel arbitration, or to confirm or vacate an award, to the extent authorized by the United States Federal Arbitration Act or the New York Arbitration Act. The party that is determined by the arbitrator not to be the prevailing party will pay all of the JAMS administrative fees, the arbitrator’s fee and expenses. If neither party is so determined, such fees shall be shared. Each party shall be responsible for such party’s attorneys’ fees. IF THIS AGREEMENT TO ARBITRATE IS HELD INVALID OR UNENFORCEABLE THEN, TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTNER AND THE PARTNERSHIP WAIVE AND COVENANT THAT THE PARTNER AND THE PARTNERSHIP WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER NOW OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREE THAT ANY OF THE PARTNERSHIP OR ANY OF ITS AFFILIATES OR THE PARTNER MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTNERSHIP AND ITS AFFILIATES, ON THE ONE HAND, AND THE PARTNER, ON THE OTHER HAND, IRREVOCABLY TO WAIVE THE RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN SUCH PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THAT ANY PROCEEDING PROPERLY HEARD BY A COURT UNDER THIS AGREEMENT WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY. (c) Nothing in this Section 9.8 will prevent the General Partner or a Limited Partner from applying to a court for preliminary or interim relief or permanent injunction in a judicial proceeding (e.g., injunction or restraining order), in addition to and not in lieu of any other remedy to which it may be entitled at law or in equity, if such relief from a court is necessary to preserve the status quo pending resolution or to prevent serious and irreparable injury in 38 connection with any breach or anticipated breach of any Restrictive Covenants; provided, that all parties explicitly waive all rights to seek preliminary, interim, injunctive or other relief in a judicial proceeding and all parties submit to the exclusive jurisdiction of the forum described in Section 9.8(b) hereto for any dispute or claim concerning continuing entitlement to distributions or other payments, even if such dispute or claim involves or relates to any Restrictive Covenants. For the purposes of this Section 9.8(c), each party hereto consents to the jurisdiction and venue of the state and federal courts within the County of New York in the State of New York. (d) Notwithstanding any provision of this Agreement to the contrary, this Section 9.8 shall be construed to the maximum extent possible to comply with the laws (either of the State of California Delaware, including the Uniform Arbitration Act (10 Del. C. § 5701 et seq.). If, nevertheless, it shall be determined by a court of competent jurisdiction that any term or any other jurisdiction) that would cause provision of this Section 9.8 shall be invalid or unenforceable under the application laws of the law of any other jurisdiction other than the State of California. B. In Delaware, such invalidity shall not invalidate all of this Section 9.8. Instead, this Section 9.8 shall be construed so as to limit any such term or provision so as to make it valid or enforceable within the event of any dispute or controversy arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject requirements of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days laws of the date State of the initial notice in order to exchange relevant information and perspectivesDelaware, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breachterm or provision cannot be so limited, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy Section 9.8 shall be in addition construed to all other remedies set forth in the Agreement omit such invalid or as set forth herein. The parties further agrees that they will not assert as a claim unenforceable term or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at lawprovision.

Governing Law; Dispute Resolution. A. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles or rules regarding conflicts of laws (either of the State of California or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of CaliforniaNew York. B. (i) In the event of an effort to resolve informally and amicably any dispute claim or controversy arising out of or in any way related to this AgreementAgreement or the breach, termination, enforcement, interpretation or validity thereof, each party shall notify the matters referred other of any difference or dispute hereunder that requires resolution. Practice Services and WebMD shall each designate an executive officer to hereininvestigate, discuss and seek to settle the matter between them. If the two are unable to settle the matter within 30 days after such notification, or the Products to be supplied by Supplier pursuant to this Agreement (eachsuch longer time period as they shall agree upon, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angelesarbitration, California in accordance with Paragraph (ii) of this Section 10(i) to resolve such matter, which the then current rules of the American Arbitration Association (“AAA”). The parties agree that is the sole and exclusive procedure for any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitratorsuch dispute, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA proceduresexcept as otherwise provided therein. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedingsoffers, except promises, negotiations, conduct and/or statements, whether oral or written, made in the course of judicialthe settlement discussions contemplated by this Paragraph (i) by any of the parties, regulatorytheir agents, employees, experts and/or attorneys are, and shall be deemed, confidential, and made executed and delivered solely for the purposes of settlement or compromise, and inadmissible for any purpose, including, without limitation, impeachment, in any arbitration or other proceeding involving the parties or any third parties, or arbitration proceedingin any court or forum whatsoever, provided however that the use of a statement or information as may contemplated in a settlement under this Paragraph (i) that would be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party admissible or discoverable shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued not be rendered inadmissible or non-discoverable solely as a result of such use. (ii) The following process shall be followed if, and after, the informal procedures in Paragraph (i) above do not result in a resolution of the matter. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate (collectively, a “Claim”), shall be determined by binding arbitration in New York, New York before three arbitrators. The arbitration shall be final administered (including selection of the arbitrators) by JAMS (wxx.xxxxxxx.xxx) pursuant to its Comprehensive Arbitration Rules and binding between Procedures. Judgment on the parties thereto and shall award may be enforceable by entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction over permitted under the terms of this Section 10(i). In the event of any Claim under this Agreement or the enforcement of any right under this Agreement by either party, regardless of whether WebMD or Practice Services prevails, each party against whom enforcement is soughthereby agrees that it shall be responsible for all its own costs and expenses relating thereto, including the reasonable attorneys fees and expenses of attorneys and other professionals it may retain. By entering into The parties hereby agree to submit to the exclusive personal and subject matter jurisdiction and to the venue of the Supreme Court of the State of New York, County of New York, for all purposes associated with this Agreement, including the agreement to arbitrate, enforcing the agreement to arbitrate, and seeking provisional relief pending award and entering judgment upon the award. Nothing contained in this Section shall preclude the arbitrators from granting, where appropriate, injunctive or other provisional relief pending a final award. Notwithstanding the provisions of Section 10, either party may pursue any provisional remedy (including but limited to preliminary injunctive relief) to either restrain or mandate certain conduct in the courts designated in this Section. The parties are waiving their constitutional shall have the right to have any Disputes decided in obtain such provisional injunctive relief from a court of law or before a jury designated in this Section pending the determination and waive award in the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ feesproceeding. The parties also agree that this clause has been included the arbitrators shall have the power to rapidly and inexpensively resolve determine the amount of the equitable allocation for any disputes between them with respect sale referred to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County last sentence of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, Section 3(c) above in the event of any dispute between the parties as to such breach, the determination. If JAMS is no longer available or threatened breachis unwilling to accept the designation provided hereunder, the breaching party agrees that the other party will have available the right parties shall mutually agree upon a substitute professional neutral administrator to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at lawreplace JAMS.

Governing Law; Dispute Resolution. A. (a) This Agreement shall and any claim, controversy or dispute arising out of or related to this Agreement, any of the transactions contemplated hereby, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties, whether arising in contract, tort, equity or otherwise, will be governed by by, and construed in accordance with with, the laws of the State of CaliforniaDelaware (including in respect of the statute of limitations or other limitations period applicable to any such claim, controversy or dispute), without giving effect regard to any applicable principles or rules regarding of conflicts of laws (either of the State of California or any other jurisdiction) law that would cause might require the application of the law laws of any other jurisdiction other than the State of Californiajurisdiction. B. In the event of any dispute or controversy arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10b) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them judicial proceeding brought with respect to this Agreement, and that this clause shall Agreement must be grounds for dismissal of brought in any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive federal or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction located in the State of Delaware, and, by execution and delivery of this Agreement, each party (i) accepts and consents to, generally and unconditionally, the jurisdiction of such courts and any related appellate court, and irrevocably agrees to prevent be bound by any judgment rendered thereby in connection with this Agreement, and (ii) irrevocably waives any objection it may now or curtail hereafter have as to the venue of any such breachsuit, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding brought in such a court or that such court is an inconvenient forum. (c) Service of process, summons, notice or other document by mail to enforce such party’s address set forth herein will be effective service of process for any provision hereof that suit, action or other proceeding relating to this Agreement or the other party has transactions contemplated hereby. Each of Parent, the Company (both before and after giving effect to the Closing), each Company Securityholder and the Securityholders’ Representative irrevocably and unconditionally waives the right to trial by jury in connection with any matter based upon or had an adequate remedy at lawarising out of this Agreement or the transactions contemplated hereby.

Governing Law; Dispute Resolution. A. This Agreement shall be governed by by, and construed in accordance with with, the internal laws of the State of California, Florida without giving effect regard to any the choice of law principles thereof. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. Any unresolved controversy or rules regarding conflicts of laws (either of the State of California or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of California. B. In the event of any dispute or controversy claim arising out of or in any way related relating to this Agreement, the matters referred to hereinexcept as (i) otherwise provided in this Agreement, or (ii) any such controversies or claims arising out of either party’s intellectual property rights for which a provisional remedy or equitable relief is sought, shall be submitted to arbitration by one arbitrator mutually agreed upon by the Products to parties, and if no agreement can be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place reached within thirty (30) calendar days after names of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved potential arbitrators have been proposed by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (the “AAA”), then by one arbitrator having reasonable experience in corporate finance transactions of the type provided for in this Agreement and who is chosen by the AAA. The parties agree that any and all Disputes that are submitted to arbitration shall take place in the State of Florida, County of Pasco, in accordance with this Agreement shall the AAA rules then in effect, and judgment upon any award rendered in such arbitration will be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA binding and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by entered in any court having jurisdiction over thereof. There shall be limited discovery prior to the arbitration hearing as follows: (a) exchange of witness lists and copies of documentary evidence and documents relating to or arising out of the issues to be arbitrated, (b) depositions of all party against whom enforcement is soughtwitnesses and (c) such other depositions as may be allowed by the arbitrators upon a showing of good cause. By entering into this AgreementDepositions shall be conducted in accordance with Section 10 hereof, the arbitrator shall be required to provide in writing to the parties are waiving their constitutional right to have any Disputes decided in the basis for the award or order of such arbitrator, and a court reporter shall record all hearings, with such record constituting the official transcript of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputessuch proceedings. The prevailing party in such arbitration shall be awarded its costs and entitled to reasonable attorneys’ attorney’s fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, costs, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be necessary disbursements in addition to all any other remedies set forth in relief to which such party may be entitled from the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at lawlosing party.

Governing Law; Dispute Resolution. A. This Agreement Any controversy or claim --------------------------------- arising out of or relating to the Escrow Agreement, or the parties' decision to enter into this Escrow Agreement, or the breach hereof, shall be governed settled by and construed arbitration in accordance with the laws International Arbitration Rules of the American Arbitration Association ("AAA"), and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the forgoing to the contrary or in the arbitration rules invoked or in this Section 9(c), the parties retain the right to request a judicial ------------ authority to invoke interim measures of protection, and such request shall not be deemed incompatible with this agreement to arbitrate or a waiver of the right to arbitrate. The arbitration shall be held in either (i) San Diego or (ii) the city in which the Company's principal place of business is located, at the discretion of the party against whom the arbitration is sought, and the arbitrator shall apply the substantive law of the State of California, without giving effect to any principles or rules regarding conflicts except that the interpretation and enforcement of laws (either of the State of California or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of California. B. In the event of any dispute or controversy arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute arbitration provision shall be settled exclusively governed by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Federal Arbitration Association (“AAA”)Act. The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement There shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years be mutually agreed upon by the parties and to be selected from the Regional Panel of experience in complex commercial transactionsDistinguished Neutrals. If the parties are unable to agree on upon such an arbitratorarbitrator who is willing to serve within ten (10) days of receipt of a demand to arbitrate by the other party, then the AAA shall appoint an arbitrator willing to serve from the stated panel, or if no such panel exists, the parties shall within three (3) days select one of the five (5) largest international accounting firms (excluding those providing services for the parties) and engage the managing partner or senior officer of its office located in the county in which the Company's principal place of business is located to designate a partner of such firm to serve as the arbitrator. The parties will cooperate with Failing that, then the AAA and with one another in selecting shall appoint an arbitrator willing to serve from the Regional Panel of Distinguished Neutrals, or if no such panel exists, then from an appropriate AAA panel. It shall be the duty of the arbitrator to set dates for preparation and hearing of any dispute and to expedite the resolution of such dispute. Recognizing that the release of Escrow Materials is time critical, the parties do hereby direct any arbitrator hereunder to reach a decision regarding the release of Escrow Materials (which may be a temporary or preliminary decision subject to such conditions as the arbitrator may, in scheduling its sole discretion, order) within 30 days following his or her engagement or appointment. It shall be the arbitration proceedings duty of the arbitrator to set dates for preparation and hearing of any dispute and to expedite the resolution of such dispute. The arbitrator shall permit and facilitate discovery, which will be conducted in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by Federal Rules of Civil Procedure, taking into account the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice needs of the intended disclosure parties and the desirability of making discovery expeditious and cost-effective. The arbitrator will set a discovery schedule with which the parties will comply and attend depositions if requested by either party. The arbitrator will entertain such presentation of sworn testimony or evidence, written briefs and/or oral argument as the parties may wish to present; however, no testimony or exhibits will be admissible unless the adverse party was afforded an opportunity to prevent disclosureexamine such witness and to inspect and copy such exhibits during the pre-hearing discovery phase. Any The arbitrator shall among his other powers and authorities, have the power and authority to award issued as a result of such arbitration interim or preliminary relief. The arbitrator shall not be empowered to award either party exemplary or punitive damages or any enhanced damages for willful infringement and the parties shall be final deemed to have waived any right to such damages. A qualified court reporter will record and binding between transcribe the parties thereto proceedings. The decision of the arbitrator will be in writing and shall judgment upon the award by the arbitrator may be enforceable by entered into any court having jurisdiction over thereof. Prompt handling and disposal of the party against whom enforcement issue is soughtimportant. By entering into this AgreementAccordingly, the parties are waiving their constitutional right arbitrator is instructed to have any Disputes decided in a court assume adequate managerial initiative and control over discovery and other aspects of law or before a jury the proceeding to schedule discovery and waive other activities for substantially continuous work, thereby expediting the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as much as is deemed reasonable to him, but in all events to effect a means final award within 365 days of resolution the arbitrator's selection or appointment and within 20 days of any Disputesthe close of evidence. The prevailing party in such arbitration proceedings shall be awarded its costs confidential and reasonable attorneys’ feesthe arbitrator shall issue appropriate protective orders to safeguard both parties' confidential information and the Escrow Materials. The parties agree that this clause has been included to rapidly fees of the arbitrator and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause the AAA shall be grounds for dismissal of any court action commenced paid as designated by with respect to this Agreementthe arbitrator or, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitableif he shall not so designate, injunctive or other similar relief in accordance with Paragraph 11D hereof, which they shall be resolved exclusively in split equally between the state or federal courts sitting in the County of Los Angelesparties. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at law.

Governing Law; Dispute Resolution. A. This 9.1 It is the intent of the parties hereto that all questions with respect to the construction of this Agreement and the rights and liabilities of the parties hereunder shall be governed by and construed determined in accordance with the laws of the State of CaliforniaDelaware, without giving effect regard to any principles or rules regarding of conflicts of laws (either of the State of California or any other jurisdiction) thereof that would cause call for the application of the substantive law of any other jurisdiction other than the State of CaliforniaDelaware. B. In 9.2 Each party irrevocably agrees for the event exclusive benefit of the other that any and all suits, actions or proceedings relating to Sections 5, 6 or 7 of this Agreement (a “Proceeding”) shall be maintained in either the courts of the State of Delaware or the federal District Courts sitting in Wilmington, Delaware (collectively, the “Chosen Courts”), and that the Chosen Courts shall have exclusive jurisdiction to hear and determine or settle any such Proceeding and that any such Proceedings shall only be brought in the Chosen Courts. Each party irrevocably waives any objection that it may have now or hereafter to the laying of the venue of any dispute Proceedings in the Chosen Courts and any claim that any Proceedings have been brought in an inconvenient forum and further irrevocably agrees that a judgment in any Proceeding brought in the Chosen Courts shall be conclusive and binding upon it and may be enforced in the courts of any other jurisdiction. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance on Section 2708 of Title 6 of the Delaware Code. Each of the parties hereto irrevocably and unconditionally agrees (i) that, to the extent such party is not otherwise subject to service of process in the State of Delaware, it will appoint (and maintain an agreement with respect to) an agent in the State of Delaware as such party’s agent for acceptance of legal process and notify the other parties hereto of the name and address of said agent, (ii) that service of process may also be made on such party by prepaid certified mail with a validated proof of mailing receipt constituting evidence of valid service sent to such party at the address set forth in Section 8 of this Agreement, as such address may be changed from time to time pursuant hereto, and (iii) that service made pursuant to clause (i) or (ii) above shall, to the fullest extent permitted by applicable law, have the same legal force and effect as if served upon such party personally within the State of Delaware. 9.3 Any controversy or claim arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant to any other provision of this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final final, binding and binding non-appealable arbitration in Los AngelesWilmington, California Delaware by a single arbitrator. Subject to the following provisions, the arbitration shall be conducted in accordance with the then current applicable rules of JAMS then in effect. Any award entered by the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement arbitrator shall be decided final, binding and nonappealable and judgment may be entered thereon by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings either party in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party law in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may jurisdiction. This arbitration provision shall be effectively restrainedspecifically enforceable. The parties agree that arbitrator shall have no authority to modify any provision of this Agreement or to award a remedy for a dispute involving this Agreement other than a benefit specifically provided under or by virtue of the Agreement. Each party shall be in addition responsible for its own expenses relating to all other remedies set forth in the Agreement conduct of the arbitration or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that litigation (including reasonable attorneys’ fees and expenses) and shall share the other party has or had an adequate remedy at lawfees of JAMS and the arbitrator, if applicable, equally.

Governing Law; Dispute Resolution. A. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of CaliforniaDelaware that apply to contracts made and performed entirely within such state. (b) Subject to the terms of Section 8.9(c), without giving effect the parties hereto irrevocably submit, in any legal action or proceeding relating to any principles or rules regarding conflicts of laws (either this Agreement, to the exclusive jurisdiction of the State Delaware Court of California Chancery in and for New Castle County (and the appellate courts thereof) for any actions, suits or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of California. B. In the event of any dispute or controversy proceedings arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant relating to this Agreement or the matters contemplated hereby, or in the event (eachbut only in the event) that such Delaware Court of Chancery does not have subject matter jurisdiction over any such action, suit, proceeding or matter, the United States District Court for the District of Delaware (and the appellate courts thereof), or in the event (but only in the event) that such United States District Court for the District of Delaware also does not have subject matter jurisdiction over such action, suit, proceeding or matter, any Delaware state court sitting in New Castle County (and the appellate courts thereof) (and the parties agree not to commence any action, suit or proceeding relating thereto except in such courts) and consent that any such action or proceeding may be brought in such courts and waive any objection that they may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient forum. Each party agrees that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. (c) Any legal action or proceeding relating to this Agreement involving Hakkasan Parent shall be governed by this Section 8.9(c), as follows: (i) The relevant parties (the “Dispute Parties”) shall use reasonable efforts in good faith to settle amicably any and all disputes, controversies and conflicts, including any claim in tort, in equity or pursuant to statute, arising out of, relating to, or in connection with this Agreement or any transactions contemplated hereby, including any questions regarding its existence, validity, interpretation, scope, performance, enforceability or termination (a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Any Dispute not settled or resolved by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place Parties within thirty (30) calendar days shall be referred, upon written notice given by one Dispute Party to the other Dispute Party to members of senior management of each of Hakkasan Parent and TAO, for resolution by such senior management, who shall use reasonable efforts in good faith to settle amicably such Dispute within twenty (20) days of such referral (or such shorter time as is necessary to avoid immediate irreparable injury). Notwithstanding anything to the date contrary herein, the sole remedy of any Dispute Party for failure of the initial notice other Dispute Party to comply with this Section 8.9(c)(i) shall be to submit the underlying Dispute to the arbitration proceedings set forth in order this Section 8.9(c) and, for the avoidance of doubt, any such failure to exchange relevant information comply with this Section 8.9(c)(i), shall not, in and perspectivesof itself, and to attempt to resolve constitute the Disputebasis for a claim under this Section 8.9(c). C. If the (ii) Any Dispute is not resolved by these negotiations, such Dispute pursuant to Section 8.9(c)(i) above shall be settled exclusively referred to and finally resolved by final and binding arbitration administered by the Arbitration Rules of the London Court of International Arbitration (“LCIA”), as amended and effective as of the date hereof (the “Rules”), as modified herein or as may be otherwise agreed by the Dispute Parties in Los Angeleswriting. (iii) The number of arbitrators shall be three (3). Hakkasan Parent shall nominate one (1) arbitrator and the other Dispute Party shall nominate one (1) arbitrator. The third arbitrator, California who shall act as the presiding arbitrator of the tribunal (the “Chairperson”), shall be nominated by the two (2) party-nominated arbitrators. If any Dispute Party fails to appoint an arbitrator, as described above, or the two (2) party-appointed arbitrators fail to appoint the Chairperson within thirty (30) days of the date their appointment is confirmed, the arbitrator appointment(s) shall be made by the LCIA in accordance with the then current rules Rules. The Dispute Parties agree that the Chairperson shall be a national of a common law jurisdiction and may, but is not required to, be a U.S. national. (iv) The arbitral tribunal alone shall have the authority to determine any challenge or question as to the tribunal’s jurisdiction, including but not limited to questions regarding the formation, existence, interpretation, performance, enforceability, validity, breach or termination of this Agreement or this arbitration provision, Section 8.9(c), and may impose equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that would be available from a court of competent jurisdiction (without any requirement to post bond) against any party hereto. For the avoidance of doubt, questions as to whether any Dispute is arbitrable shall be finally and exclusively decided by the arbitral tribunal, and not by any court. (v) The seat of the American arbitration shall be New York, United States of America, without prejudice to the arbitral tribunal’s right to conduct hearings and take any other steps in the arbitration in any other location it deems necessary. This arbitration provision is expressly made pursuant to and shall be governed by the Federal Arbitration Association Act (“AAA”9 U.S.C. §§ 1 et seq.), to the exclusion of state law inconsistent therewith. The parties agree language of the arbitration shall be English. (vi) The arbitral tribunal, in its administration of the arbitration, may be guided by the International Bar Association Rules on the Taking of Evidence in International Arbitration (2010), but this provision shall not be taken as acceptance of any particular form or scope of evidence taking. (vii) Notwithstanding anything to the contrary in this Section 8.9(c), each Dispute Party (a) shall have the right to seek pre-arbitral preliminary, interim, conservatory or interlocutory relief or injunctions directly before any U.S. federal court sitting in the State of Delaware, and no party hereto shall dispute any such relief with respect to a breach on the basis that money damages is an adequate remedy or otherwise, and (b) submits to the non-exclusive jurisdiction of any such court. (viii) In relation to the proceedings under Section 8.9(c)(vii) above, and all Disputes that are submitted any other relevant court proceedings arising out of, in relation to arbitration or in connection with any Dispute in accordance with this Section 8.9(c), including, but not limited to, proceedings for the enforcement of any arbitral award issued hereunder, each Dispute Party irrevocably waives, and agrees not to assert, any claim that it is not subject personally to the jurisdiction of any otherwise competent court, that its property is exempt or immune from attachment or execution, that the proceeding is brought in an inconvenient forum, that the venue of the proceeding is improper or that this Agreement may not be enforced in or by any such court. (ix) All aspects of any arbitration hereunder, including the nature of the Dispute, the pleadings and the venue and timing of resolution, shall be decided confidential and not disclosed by one (1) neutral arbitrator who is a retired judge or attorney licensed Dispute Party to practice law in California with at least fifteen (15) years of experience in complex commercial transactionsany third party, except for exceptions to confidentiality permitted under Section 4.7. If the parties are unable to agree on an arbitratorEach Dispute Party shall ensure that fact and expert witnesses, AAA shall designate the arbitrator. The parties will cooperate with AAA Dispute Party employees, lawyers and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party consultants involved in the arbitration proceedings(or retained to assist a party) agree to be bound by these confidentiality obligations. (x) Each Dispute Party participating in such arbitration shall pay its own legal fees and expenses incurred in connection with the arbitration, except unless otherwise determined by the arbitral tribunal. (xi) Notwithstanding anything to the contrary contained in Section 8.9(c)(x), any costs, fees or Taxes incident to enforcing the course of judicialaward shall, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure to the maximum extent permitted by law, be charged against the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any Dispute Party resisting such enforcement. (xii) The arbitration award issued as a result of such arbitration shall be final and binding between on the parties thereto Dispute Parties. The Dispute Parties undertake to carry out any award without delay and shall irrevocably waive their right to any form of recourse based on grounds other than those contained in the United Nations’ Convention on the Recognition and Enforcement of Foreign Arbitral Awards of 1958 insofar as such waiver can validly be enforceable made. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the party against whom enforcement relevant Dispute Party or its assets. (xiii) Any monetary damages awarded shall be payable in U.S. Dollars unless otherwise agreed by the Dispute Parties. (d) Each Party acknowledges that it is soughta separate legal entity distinct from its ultimate shareholders and/or the executive organs of the government of any state and is capable of suing and being sued. By entering The entry by each Party into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appealAgreement constitutes, and instead the exercise by each Party of relying on said rightsits respective rights and performance of its respective obligations hereunder will constitute, each party is solely private and knowingly accepting commercial acts performed for private and commercial purposes that shall not be deemed as being entered into in the use of arbitration as a means of resolution exercise of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angelespublic function. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at law.

Governing Law; Dispute Resolution. A. This Agreement shall be interpreted, construed and governed by and construed in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof, except that the following matters arising out of or relating to this Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the nonexclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the undertaking, property and liabilities of Merger Sub in the Surviving Corporation, the cancellation of the Shares, the rights provided for in Section 238 of the CICL with respect to any Dissenting Shares, the fiduciary or other duties of the Company Board and the directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of CaliforniaNew York out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in the Borough of Manhattan of The City of New York, without giving effect provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the Borough of Manhattan of The City of New York . Each of the parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 9.02 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby (a) submit to the exclusive jurisdiction of any principles federal or rules regarding conflicts state court sitting in the Borough of Manhattan of The City of New York for the purpose of any Action arising under the laws (either of the State of California New York out of or relating to this Agreement brought by any other jurisdictionparty hereto and (b) irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action 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 (i) any claim that would cause it is not personally subject to the application jurisdiction of the law of aforesaid courts for any other jurisdiction reason other than the State of California. B. In the event of any dispute or controversy arising out of or in any way related failure to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration serve process in accordance with this Agreement shall be decided by one Section 9.09, (1ii) neutral arbitrator who any claim that it or its property is a retired judge exempt or attorney licensed immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to practice law judgment, attachment in California with at least fifteen aid of execution of judgment, execution of judgment or otherwise) and (15iii) years of experience in complex commercial transactions. If to the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure fullest extent permitted by applicable Law, any claim that (A) the preceding sentenceAction in such court is brought in an inconvenient forum, a party shall give (B) the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result venue of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement Action is sought. By entering into improper or (C) this Agreement, or the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D subject matter hereof, which shall may not be resolved exclusively enforced in the state or federal courts sitting in the County of Los Angelesby such courts. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at law.

Governing Law; Dispute Resolution. A. 17.5.1. This Agreement, and any disputes between the Parties related to or arising out of this Agreement, including the Parties’ relationship created hereby, the negotiations for and entry into this Agreement, its conclusion, binding effect, amendment, coverage, termination, or the performance or alleged non-performance of a Party of its obligations under this Agreement (each a “Dispute”), shall be governed by and construed in accordance with the laws of the State of California, New York without giving effect reference to any choice of law principles or rules regarding conflicts of laws (either of the State of California or any other jurisdiction) thereof that would cause the application of the law laws of any other jurisdiction other than the State of Californiaa different jurisdiction. B. 17.5.2. In the event of any dispute or controversy arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant to this Agreement (eachDispute, a “Dispute”), Party may notify the parties will attempt other Party in good faith to resolve through negotiation writing of such Dispute. Either party may initiate negotiations of any , and the Parties shall try to settle such Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Disputeamicably between themselves. If the Parties are unable to resolve the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of receipt of the date of written notice by the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiationsother Party, such Dispute shall be settled exclusively by final and binding arbitration in Los Angelesreferred to, California in accordance with respect to POZEN, the then current rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA Chief Executive Officer and with one another in selecting respect to Licensee, the arbitrator U.S. Head of CV and in scheduling Specialty Care PCU or the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings delegate of such person or such other executive as Licensee may designate, who shall be confidential. Neither party shall disclose any information about use their good faith efforts to resolve the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosureDispute within thirty (30) days after it was so referred. 17.5.3. Any award issued Dispute that is not resolved as a result provided in Section 17.5.2, whether before or after termination of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, shall be resolved by litigation in the parties are waiving their constitutional courts of competent jurisdiction located in New York, New York. Each Party hereby agrees to the exclusive jurisdiction of such courts and waives any objections as to the personal jurisdiction or venue of such courts. 17.5.4. Notwithstanding the foregoing, nothing in this Section 17.5 (Governing Law; Dispute Resolution) shall limit either Party’s right to have any Disputes decided seek immediate temporary injunctive or other temporary equitable relief whenever the facts or circumstances would permit a Party to seek such relief in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angelescompetent jurisdiction. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at law.

Governing Law; Dispute Resolution. A. This The validity, construction and enforceability of this Agreement and the resolution of disputes arising out of and relating to this Agreement and all related agreements, collectively or separately, shall be governed by and construed in accordance with the laws of the State of California, New York without giving effect regard to any principles or rules regarding conflicts of laws (either or choice of law provisions thereof and without regard to the State United Nations Convention on Contracts for the International Sale of California or any other jurisdiction) that would cause Goods. The parties shall attempt to resolve all disputes between the application of the law of any other jurisdiction other than the State of California. B. In the event of any dispute or controversy parties arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant relating to this Agreement amicably through good faith discussions upon the written request of any party. In the event that any such dispute cannot be resolved thereby within a period of [*] (each, a [*]) [*] after such notice has been given (the last day of such [*] ([*]) [*] period being herein referred to as the “DisputeArbitration Date”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute dispute shall be finally settled exclusively by final and binding arbitration in Los AngelesNew York, California New York, and using the English language in accordance with the JAMS International Arbitration Rules then current rules of in effect (the American Arbitration Association (“AAARules”). The parties agree that any and all Disputes that are submitted Arbitration shall be commenced by filing a Request for Arbitration in accordance with the Rules within [*] ([*]) [*] of the Arbitration Date. A party’s failure to arbitration timely file a Request for Arbitration in accordance with this Agreement Section 23.1 shall be decided by constitute a waiver and release of the claim or dispute at issue. Following the filing of the Request for Arbitration, the parties shall attempt to mutually agree on one (1or [*] Confidential treatment requested; certain information omitted and filed separately with the SEC. more commercial arbitrator(s) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of substantial experience in resolving complex commercial transactionscontract disputes in the pharmaceutical industry, who may or may not be selected from the appropriate list of JAMS arbitrators. If the parties are unable to cannot agree upon the number and identity of the arbitrators within [*] ([*]) [*] following the filing of the Request for Arbitration, then a single arbitrator shall be selected on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings expedited basis in accordance with applicable AAA procedures. All arbitration proceedings the Rules, provided that any arbitrator so selected shall be confidential. Neither party shall disclose any information about the evidence produced by the other party have substantial experience in resolving complex commercial contract disputes in the arbitration proceedings, except in pharmaceutical industry. The arbitrator(s) shall have the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure authority to grant specific performance and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding allocate between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use costs of arbitration (including service fees, arbitrator fees and all other fees related to the arbitration) in such equitable manner as a means of resolution of any Disputesthe arbitrator(s) may determine. The prevailing party in such the arbitration shall be awarded entitled to receive reimbursement of its costs and reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. The parties agree that this clause has been included Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds such court for dismissal judicial acceptance of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitablean order of enforcement, injunctive or other similar relief in accordance with Paragraph 11D hereofas the case may be. Notwithstanding the foregoing, which each party shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to institute an action in a court of proper jurisdiction for preliminary and permanent injunctive relief pending a final decision by the arbitrator(s), provided that a permanent injunction and other equitable relief issued damages shall only be awarded by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrainedarbitrator(s). The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. For all purposes of this Section 23.1, the parties consent to exclusive jurisdiction and venue in the United States federal courts located in New York, New York. For the avoidance of doubt, the validity, construction, and enforceability of this Agreement and the resolution of disputes arising out of and relating to this Agreement and any provision hereof that the other party has related agreements, collectively or had an adequate remedy at lawseparately, shall be governed solely by this Section 23.1.

Governing Law; Dispute Resolution. A. This (a) Resolution of any and all disputes between the Parties arising from or in connection with this Agreement or any transactions contemplated by this Agreement, whether based on contract, tort, common law, equity, statute, regulation, order or otherwise, (“Disputes”) including Disputes arising in connection with claims by third persons, shall be exclusively governed by and construed settled in accordance with the laws provisions of this Section 17; provided, that the State foregoing shall not preclude equitable or other judicial relief to enforce the provisions hereof or to preserve the status quo pending resolution of CaliforniaDisputes hereunder. (b) THIS AGREEMENT, without giving effect THE LEGAL RELATIONS BETWEEN THE PARTIES AND THE ADJUDICATION AND ENFORCEMENT THEREOF SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF DELAWARE, UNITED STATES OF AMERICA AND THE FEDERAL LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO APPLICABLE CHOICE OF LAW PROVISIONS THEREOF. (c) As to any principles or rules regarding conflicts Dispute which is not resolved in the ordinary course of laws (either of the State of California or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of California. B. In the event of any dispute or controversy arising out of or in any way related to this Agreementbusiness, the matters referred to herein, or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will Parties shall first attempt in good faith to promptly resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing negotiations between executives. Either of the Parties may initiate this procedure by delivery of written notice of the Dispute (the “Dispute Notice”) to the other. Not later than 20 days after delivery of the Dispute Notice, one executive of one of the Parties with authority to settle the Dispute shall meet with one executive of the other Party with authority to settle the Dispute at a reasonably acceptable time and place, and thereafter as such executives shall deem reasonably necessary. The executives shall exchange relevant information and endeavor to resolve the Dispute. Prior to any such meeting, each Party’s executive shall advise the other as to any individuals who will attend such meeting with the executive. All negotiations pursuant to this Section 17(c) shall be confidential and shall be treated as compromise negotiations for purposes of Rule 408 of the Federal Rules of Evidence and similarly under other local or foreign rules of evidence. (d) Each Party hereby agrees to submit all Disputes not resolved pursuant to Section 17(c) to final and binding arbitration in New York, New York, U.S. Either Party may initiate such arbitration by delivery of a demand therefor (the “Arbitration Demand”) to the other party, setting forth Party not sooner than 60 days after the subject date of delivery of the Dispute. The recipient Dispute Notice but promptly thereafter; provided, that if a Party rejects participation in the procedures provided under Section 17(c), the other Party may initiate arbitration at such earlier time as such rejection shall become reasonably apparent, and, whenever arbitration is initiated, may seek recovery of any damages or expenses arising from such notice will respond rejection, including attorneys’ fees and expenses, and Arbitration Costs (as defined below) in writing connection with arbitration hereunder. (e) Three Arbitrators shall be appointed (the “Arbitrators”), one of whom shall be appointed by Company, one by Consulting Firm, and the third of whom, who shall act as the chairman of the arbitral tribunal, shall be appointed by the first two Arbitrators within ten (10) calendar days with a statement Business Days of its position on and recommended solution to the Disputefirst two Arbitrators’ confirmation by the American Arbitration Association. If either Party fails to appoint an Arbitrator within ten (10) Business Days of a request in writing by the Dispute is other Party to do so or if the first two Arbitrators cannot resolved agree on the appointment of the third Arbitrator within ten (10) Business Days of their confirmation by this exchange of correspondencethe American Arbitration Association, then representatives of each party such Arbitrator shall be appointed by the American Arbitration Association in accordance with full settlement authority will meet at its Commercial Arbitration Rules. As soon as the arbitration tribunal has been convened, a mutually agreeable time and place hearing date shall be set within thirty fifteen (3015) calendar days of thereafter; provided, that the Arbitrators may extend the date of the initial notice hearing upon request of any Party to the extent necessary to insure that such Party is given a reasonable period of time to prepare for the hearing. Written submittals in order the English language shall be presented and exchanged by both Parties five Business Days before the hearing date. At such time the Parties shall also exchange copies of all documentary evidence upon which they will rely at the arbitration hearing and a list of the witnesses whom they intend to exchange relevant information call to testify at the hearing. The Arbitrators shall make their determination as promptly as practicable after conclusion of the hearing. (i) The arbitration shall be conducted in the English language pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Notwithstanding the foregoing, (A) each Party shall have the right to audit the books and perspectivesrecords of the other Party that are reasonably related to the Dispute; (B) each Party shall provide to the other, reasonably in advance of any hearing, copies of all documents which a Party intends to present at such hearing; (C) all hearings shall be conducted on an expedited schedule; and (D) all proceedings shall be confidential, except that either Party may at its expense make a stenographic record thereof. (ii) The Arbitrators shall endeavor to complete all hearings not later than 120 days after their tribunal has been convened, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall make a final award as promptly as practicable thereafter. Such award shall be settled exclusively communicated, in writing, by final the Arbitrators to the Parties, and binding arbitration in Los Angeles, California shall contain specific findings of fact and conclusions of law in accordance with the then current rules of the American Arbitration Association (“AAA”governing law set forth in Section 17(b). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration Arbitrators shall be final and binding between upon the parties thereto Parties to this Agreement and shall not be enforceable attacked by any of the Parties to this Agreement in any court of law and may be enforced in any court having jurisdiction, including expressly the courts of the State of New York, U.S., and the courts of the Federal District of Mexico. The Arbitrators shall apportion all costs and expenses of the arbitration, including the Arbitrators’ fees and expenses, fees and expenses of experts and fees and expenses of translators (''Arbitration Costs”) between the prevailing and non-prevailing Party as the Arbitrators shall deem fair and reasonable. In circumstances where (A) a Dispute has been asserted or defended against on grounds that the Arbitrators deem manifestly unreasonable, or (B) the non-prevailing Party has rejected participation in procedures under Section 17(c), the Arbitrators may assess all Arbitration Costs against the non-prevailing Party and may include in the award the prevailing Party’s attorneys’ fees and expenses in connection with any and all proceedings under this Section 17. Notwithstanding the foregoing, in no event may the Arbitrators award multiple or punitive damages. (f) Pursuant to an agreement of the Parties or a judicial determination that a Dispute is not subject to final and binding arbitration as set forth in Section 17, each Party irrevocably agrees that any legal action or proceeding against it with respect to this Agreement and any transaction contemplated by this Agreement shall be brought only in the courts of the State of New York, or of Federal courts of the U.S. sitting in New York, and by execution and delivery of this Agreement, each Party irrevocably submits to the venue and jurisdiction over of each such court and irrevocably waives any objection or defense such party may have to venue or personal jurisdiction in any such court for the party against whom enforcement is sought. By entering into purpose of resolving any claim, dispute, cause of action arising out of or related to this Agreement (including any claim that the suit or action has been brought in an inconvenient forum and any right to which it may become entitled on account of place of residence or domicile), the alleged breach of this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court enforcement of law or before a jury the terms of this Agreement and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrainedterms contemplated hereby. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense A final judgment in any suit, action or proceeding shall be conclusive and may be enforced in any court where jurisdiction over the Parties may be had or in which the Parties are subject to enforce service of process. (g) Each of the Parties irrevocably appoints CT Corporation (the “Process Agent”), at 100 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (212-894-8940), respectively as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on behalf of each of the Parties and their respective properties and revenues, service of copies of the summons and complaint and any provision hereof other process which may be served in any such suit, action or proceeding brought in the State of New York, and each of the Parties agrees that failure of the other party has Process Agent to give any notice of any such service of process to any of the Parties shall not impair or had an adequate remedy at lawaffect the validity of such service or the enforcement of any judgment based thereon.

Governing Law; Dispute Resolution. A. This (a) Except as otherwise provided herein, this Agreement shall be governed by and construed in accordance with the domestic laws of the State of California, without giving effect to any principles or rules regarding conflicts of laws (either of the State of California or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of CaliforniaMexico. B. In the event of any dispute or controversy (b) Except as specifically set forth elsewhere in this Agreement, all disputes arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant connection with to this Agreement (each, a “DisputeDisputes”) shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (“ICC Rules”). Nothing in this Section 10.7(b) shall prohibit a Party from instituting litigation to enforce any Award (as defined below). (c) In the event that any Party asserts that there exists a Dispute, the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing Party shall deliver a written notice to each other Party involved therein specifying the other party, setting forth the subject nature of the Disputeasserted Dispute (“Dispute Notice”). The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and A meeting to attempt to resolve the DisputeDispute shall take place within 10 (ten) Business Days after receipt of the Dispute Notice. In any case, whether or not such meeting takes place, if no such resolution is reached within 10 (ten) Business Days after receipt of the Dispute Notice, the Party delivering such Dispute Notice may commence arbitration hereunder by submitting a request for arbitration to the International Court of Arbitration of the International Chamber of Commerce. Any arbitration procedure commenced hereunder shall be held in Xxx Xxxx Xxxx, Xxx Xxxx, Xxxxxx Xxxxxx of America and be conducted in the English language. The arbitral tribunal may request the translation of a document upon request of one of the Parties. C. If the Dispute is not resolved by these negotiations, such Dispute (d) Each Party to any arbitration proceeding shall be settled exclusively by final and binding arbitration in Los Angeles, California select one independent arbitrator in accordance with the then current rules of ICC Rules. In the American Arbitration Association (“AAA”). The parties agree event that any and all Disputes that are submitted either Party fails to arbitration select an independent arbitrator in accordance with this Agreement the ICC Rules, then the matter shall be decided resolved by one (1) neutral the arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactionsselected by the other Party. If both Parties have selected an independent arbitrator as set forth herein, then a third independent arbitrator shall be appointed by the parties are unable International Chamber of Commerce and the three arbitrators so selected shall resolve the matter according to agree on an arbitratorthe procedures set forth in this Section 10.7. (e) Arbitration, AAA including the amount and distribution of costs and expenses, shall designate be conducted under the arbitratorICC Rules in effect from time to time, except as modified by the agreement of all of the Parties. The parties will cooperate with AAA and with one another in selecting It is the arbitrator and in scheduling intention of the Parties that the arbitration proceedings in accordance with applicable AAA procedureswill be concluded within 180 (one hundred eighty) days from the date the arbitrators are appointed. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party The arbitral tribunal may extend this time in the arbitration proceedings, except in the course interest of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authorityjustice. Before making any disclosure permitted by the preceding sentence, Failure to adhere to this time limit shall not constitute a party shall give the other party reasonable advance written notice basis for challenge of the intended disclosure and an opportunity to prevent disclosureaward. Any The arbitrator(s) shall conduct arbitration in such a manner that the final award issued (the “Award”) is made or rendered as a result of such arbitration soon as practicable. The Award shall be final and binding between the parties thereto on all Parties, and there shall be enforceable no appeal from or reexamination of the Award except as expressly provided by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los AngelesICC Rules. D. Each party agrees that a breach of its obligations under Paragraph 14 will result (f) Any Party may enforce any Award in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction jurisdiction. (g) If any Party fails to prevent pay the amount of any damages, if any, assessed against it within 10 (ten) days of the delivery to such Party of such Award, the unpaid amounts shall bear interest from the date of such delivery at a rate per annum equal to the lesser of (i) the Prime Rate plus 200 (two hundred) basic points, or curtail (ii) the maximum rate permitted by applicable usury laws. Interest on any such breachunpaid amount shall be compounded semi-annually, computed on the basis of a 360 (three hundred sixty) day year consisting of 12 (twelve) 30 (thirty) day months and shall be payable on demand. In addition, such Party shall promptly reimburse the other Party for any and all reasonable costs or threatened breach, and to specific performance expenses of any covenant contained hereinnature or kind whatsoever (including, but not limited to, reasonable attorney’s fees) incurred in each case without the proof of actual damage seeking to collect such damages or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at lawAward.

Governing Law; Dispute Resolution. A. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws of the State of California, New York without giving effect regard to any principles choice of laws or rules regarding conflicts of laws (either of the State of California or any other jurisdiction) provisions thereof that would cause require the application of the law laws of any other jurisdiction, except to the extent that mandatory principles of Delaware law may apply. (b) The Company and each of the Investors hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating solely to this Agreement or the transactions contemplated hereby, to the general jurisdiction other than of the any state court or United States Federal court sitting in the Borough of Manhattan, City of New York in the State of California.New York; B. In (ii) consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to the event venue of any dispute such action or controversy arising out of or proceeding in any way related such court or that such action or proceeding was brought in an inconvenient court and agrees not to this Agreement, plead or claim the matters referred same to herein, the extent permitted by applicable law; (iii) agrees that service of process in any such action or the Products to proceeding may be supplied effected by Supplier pursuant to this Agreement mailing a copy thereof by registered or certified mail (each, a “Dispute”or any substantially similar form of mail), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice postage prepaid, to the other party, setting as the case may be, at its address set forth the subject in Section 8.2 or at such other address of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by which the other party shall have been notified pursuant thereto; (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction for recognition and enforcement of any judgment or if jurisdiction in the arbitration proceedings, except courts referenced in the course foregoing clause (i) are not available despite the intentions of judicialthe parties hereto; (v) agrees that final judgment in any such suit, regulatoryaction or proceeding brought in such a court may be enforced in the courts of any jurisdiction to which such party is subject by a suit upon such judgment, or arbitration proceeding, provided that service of process is effected upon such party in the manner specified herein or as may be demanded by government authority. Before making any disclosure otherwise permitted by law; (vi) agrees that to the preceding sentence, a extent that such party shall give the other party reasonable advance written notice has or hereafter may acquire any immunity from jurisdiction of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have or from any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them legal process with respect to this Agreementitself or its property, and that this clause shall be grounds for dismissal of any court action commenced by with such party hereby irrevocably waives such immunity in respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm this Agreement, to the other party extent permitted by law; and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary (vii) irrevocably and permanent injunctive relief and other equitable relief issued unconditionally waives trial by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense jury in any legal action or proceeding in relation to enforce any provision hereof that the other party has or had an adequate remedy at lawthis Agreement.

Governing Law; Dispute Resolution. A. This (a) Resolution of any and all disputes between KCS, on the one hand, and one or more of GTMM or TFM, on the other hand (each of KCS, on the one hand, and one or more of GTMM or TFM, on the other hand, a “Dispute Party” and together, the “Dispute Parties”) arising from or in connection with this Agreement or any transactions contemplated by this Agreement, whether based on contract, tort, common law, equity, statute, regulation, order or otherwise, (“Disputes”) including Disputes arising in connection with claims by third persons, shall be exclusively governed by and construed settled in accordance with the laws provisions of this §10.10; provided, that the State foregoing shall not preclude equitable or other judicial relief to enforce the provisions hereof or to preserve the status quo pending resolution of CaliforniaDisputes hereunder. (b) THIS AGREEMENT, without giving effect THE LEGAL RELATIONS BETWEEN THE PARTIES HERETO AND THE ADJUDICATION AND ENFORCEMENT THEREOF, SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF DELAWARE AND THE FEDERAL LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO APPLICABLE CHOICE OF LAW PROVISIONS THEREOF. (c) As to any principles or rules regarding conflicts Dispute which is not resolved in the ordinary course of laws (either of the State of California or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of California. B. In the event of any dispute or controversy arising out of or in any way related to this Agreementbusiness, the matters referred to herein, or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will Dispute Parties shall first attempt in good faith to promptly resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing negotiations between executives. Either of the Dispute Parties may initiate this procedure by delivery of written notice of the Dispute (the “Dispute Notice”) to the other party, setting forth the subject other. Not later than 20 days after delivery of the DisputeDispute Notice, one executive of one of the Dispute Parties with authority to settle the Dispute shall meet with the one executive of the other Dispute Party with authority to settle the Dispute at a reasonably acceptable time and place, and thereafter as such executives shall deem reasonably necessary. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to executives shall exchange relevant information and perspectives, and to attempt endeavor to resolve the Dispute. Prior to any such meeting, each Dispute Party’s executive shall advise the other as to any individuals who will attend such meeting with the executive. All negotiations pursuant to this §10.10(c) shall be confidential and shall be treated as compromise negotiations for purposes of Rule 408 of the Federal Rules of Evidence and similarly under other local or foreign rules of evidence. C. If the (d) Each Dispute is Party hereby agrees to submit all Disputes not resolved by these negotiations, such Dispute shall be settled exclusively by pursuant to §10.10(c) hereof to final and binding arbitration in Los AngelesNew York, California New York. Either Dispute Party may initiate such arbitration by delivery of a request therefor (the “Arbitration Request”) to the other Dispute Party not sooner than 60 days after the date of delivery of the Dispute Notice but promptly thereafter; provided, that if a Dispute Party rejects participation in the procedures provided under §10.10(c), the other Dispute Party may initiate arbitration at such earlier time as such rejection shall become reasonably apparent, and, whenever arbitration is initiated, may seek recovery of any damages or expenses arising from such rejection, including attorney’s fees and expenses, Arbitration Costs (as defined below) in connection with arbitration hereunder. An Answer shall be filed within 30 days of the receipt of the Arbitration Request. (i) Three Arbitrators shall be appointed (the “Arbitrators”), one of whom shall be nominated by KCS, one by GTMM, and the third of whom, who shall act as the chairman of the arbitral tribunal, shall be appointed by the first two Arbitrators within 30 days of the first two Arbitrators confirmation by the International Chamber of Commerce. If either Dispute Party fails to appoint an Arbitrator within 15 days of a request in writing by the other Dispute Party to do so or if the first two Arbitrators cannot agree on the appointment of the third Arbitrator within 30 days of their confirmation by the International Chamber of Commerce, then such Arbitrator shall be appointed by the International Chamber of Commerce in accordance with its Rules of Arbitration. (ii) The arbitration shall be conducted in the English language pursuant to the Arbitration Rules of the International Chamber of Commerce. Notwithstanding the foregoing, (A) each Dispute Party shall have the right to audit the books and records of the other Dispute Party that are reasonably related to the Dispute; (B) each Dispute Party shall provide to the other, reasonably in advance of any hearing, copies of all documents which a Dispute Party intends to present in such hearing; (C) all hearings shall be conducted on an expedited schedule; and (D) all proceedings shall be confidential, except that either Dispute Party may at its expense make a stenographic record thereof. (iii) The Arbitrators shall endeavor to complete all hearings not later than 180 days after their tribunal has been convened, and shall make a final award as promptly as practicable thereafter. Such award shall be communicated, in writing, by the Arbitrators to the Dispute Parties, and shall contain specific findings of fact and conclusions of law in accordance with the then current rules governing law set forth in §10.10(b) of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosureAgreement. Any award issued as a result of such arbitration Arbitrators shall be final and binding between upon the parties thereto Parties to this Agreement and shall not be enforceable attacked by any of the Parties to this Agreement in any court of law and may be enforced in any court having jurisdiction, including expressly the courts of the State of Delaware, United States of America, and the courts of the Federal District of Mexico. The Arbitrators shall apportion all costs and expenses of the arbitration, including the Arbitrators’ fees and expenses, fees and expenses of experts and fees and expenses of translators (“Arbitration Costs”) between the prevailing and non-prevailing Dispute Party as the Arbitrators shall deem fair and reasonable. In circumstances where (A) a Dispute has been asserted or defended against on grounds that the Arbitrators deem manifestly unreasonable, or (B) the non-prevailing Dispute Party has rejected participation in procedures under §10.10(c), the Arbitrators may assess all Arbitration Costs against the non-prevailing Dispute Party and may include in the award the prevailing Dispute Party’s attorney’s fees and expenses in connection with any and all proceedings under this §10.10. Notwithstanding the foregoing, in no event may the arbitrator award multiple or punitive damages. (iv) The parties agree to produce documents, which may include contracts, books, records, internal documents, notes, and memoranda of any and all kinds or types. It shall not be objectionable that documents are requested by general category. The parties also agree to provide oral depositions of their employees and representatives, and to fully, accurately and timely answer written interrogatories submitted to them. The arbitral tribunal shall have the power, upon application of any party, to make all appropriate orders for the discovery described above, to which power the parties specifically consent. If a party fails to provide discovery pursuant to an order of the tribunal, the arbitrators may take that failure into account in deciding the issues. Applicable legal privileges against the disclosure of information shall be recognized. (e) Pursuant to an agreement of the Parties or a judicial determination that a Dispute is not subject to final and binding arbitration as set forth in §10.10, KCS and each of GTMM and TFM irrevocably agrees that any legal action or proceeding against it with respect to this Agreement and any transaction contemplated by this Agreement shall be brought only in the courts of the State of Delaware, or of Federal courts of the United States of America sitting in Delaware, and by execution and delivery of this Agreement, KCS and each of GTMM and TFM irrevocably submits to the venue and jurisdiction over of each such court and irrevocably waives any objection or defense such party may have to venue or personal jurisdiction in any such court for the party against whom enforcement is sought. By entering into purpose of resolving any claim, dispute, cause of action arising out of or related to this Agreement (including any claim that the suit or action has been brought in an inconvenient forum and any right to which it may become entitled on account of place of residence or domicile), the alleged breach of this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court enforcement of law or before a jury the terms of this Agreement and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrainedterms contemplated hereby. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense A final judgment in any suit, action or proceeding shall be conclusive and may be enforced in any court where jurisdiction over the Parties may be had or in which the Parties are subject to enforce service of process. (f) Each of the Parties irrevocably appoints CT Corporation (the “Process Agent”), at 1000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxx of Nxx Xxxxxx, Xxxxxxxx 00000 (302) 658-7581, as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on behalf of each of the Parties and their respective properties and revenues, service of copies of the summons and complaint and any provision hereof other process which may be served in any such suit, action or proceeding brought in the State of Delaware, and each of the Parties agrees that failure of the other party has Process Agent to give any notice of any such service of process to any of the Parties shall not impair or had an adequate remedy at lawaffect the validity of such service or the enforcement of any judgment based thereon. (g) These dispute resolution provisions, including the agreement to arbitrate, are independent of the remaining provisions of this Agreement and the Parties intend that they shall continue in effect even though one or more provisions of this Agreement shall be determined to be null or void. The dispute resolution provisions and agreement to arbitrate shall also survive the termination or expiration of this Agreement.

Governing Law; Dispute Resolution. A. a) This Agreement, the CVRs and all actions arising under this Agreement or in connection herewith or therewith shall be governed by and construed in accordance with the laws Laws of the State of CaliforniaDelaware, without giving effect to any principles laws, rules or rules regarding conflicts of laws (either of the State of California or any other jurisdiction) provisions that would cause the application of the law laws of any other jurisdiction other than the State of CaliforniaDelaware. B. In the event of b) Subject to Section 4.7, in any dispute action or controversy proceeding arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant relating to this Agreement or any of the CVRs: (eachi) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware and any state appellate court therefrom or, a “Dispute”)if such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle County in the State of Delaware (it being agreed that the consents to jurisdiction and venue set forth in this Section 8.5(b) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties); and (ii) each of the parties will attempt in good faith irrevocably consents to resolve through negotiation such Dispute. Either party may initiate negotiations service of any Dispute process by providing written notice first class certified mail, return receipt requested, postage prepaid, to the other party, setting forth the subject of the Dispute. The recipient of address at which such party is to receive notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”)Section 8.2. The parties agree that any and all Disputes that are submitted to arbitration a final judgment in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law; provided, however, that nothing in the foregoing shall restrict any party’s rights to enforce seek any provision hereof that the other party has post-judgment relief regarding, or had an adequate remedy at lawany appeal from, such final trial court judgment. c) EACH OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING BETWEEN THE PARTIES HERETO (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE). EACH PARTY HERETO (A) MAKES THIS WAVIER VOLUNTARILY AND (B) ACKNOWLEDGES THAT SUCH PARTY HAS BEEN INDUCTED TO ENTER INTO THIS AGREEMENT BY, AND AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 8.5(C).

Governing Law; Dispute Resolution. A. (a) This Agreement shall be governed by and construed in accordance with the laws Laws of the State of California, Arizona applicable to contracts executed and to be performed wholly within such State and without giving effect reference to any the choice or conflict of law principles or rules regarding conflicts of laws (either of the State of California or any other jurisdiction) that would cause result in the application of the law Laws of any other jurisdiction other than the State of Californiaa different jurisdiction. B. In the event of (b) The Parties shall resolve any dispute dispute, controversy or controversy claim arising out of or in any way related relating to this Agreement, or to the matters referred to hereinnegotiation, execution, performance, termination, interpretation or the Products to be supplied by Supplier pursuant to this Agreement enforcement thereof (each, a “Dispute”)), as provided in this Section 11.2. The procedures set forth in this Section 11.2 shall be the parties will exclusive mechanism for resolving any Dispute that may arise from time to time. (c) The Seller Parties, on one hand, and the Buyer Parties, on the other hand shall first attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing negotiation and consultation between themselves. In the event that such Dispute is not resolved on an informal basis within fifteen (15) Business Days after one Party provides notice to the other Party of such Dispute, such Party may, by written notice to the other partyParty (“Escalation to Executive Notice”), refer such Dispute to the leadership of each Party (“Executive(s)”). If the Executives cannot resolve any Dispute during the time period ending fifteen (15) Business Days after the date of the Escalation to Executive Notice (the last day of such time period, the “Escalation to Mediation Date”), either Party may initiate mediation under Section 11.2(d). (d) Subject to Section 11.2(c), a Party may, at any time after the Escalation to Mediation Date, submit the Dispute to JAMS for mediation by providing to JAMS a written request for mediation, setting forth the subject of the DisputeDispute and the relief requested. The recipient Following the submission of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to request for mediation, the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute Parties shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA JAMS and with one another in selecting the arbitrator a neutral mediator and in scheduling the arbitration proceedings mediation proceedings. The Parties covenant that they will use commercially reasonable efforts in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party participating in the arbitration proceedings, except in mediation. (e) If the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by Parties cannot resolve the preceding sentence, a party shall give Dispute within thirty (30) Business Days after the other party reasonable advance written notice submission of the intended disclosure and an opportunity Dispute to prevent disclosure. Any award issued as a result JAMS for mediation for any reason, including the failure of such arbitration shall be final and binding between the parties thereto and shall be enforceable either Party to agree to any settlement proposed by any court having jurisdiction over the party against whom enforcement is sought. By entering into this AgreementJAMS, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively then either Party may proceed in the state or federal courts sitting in the County State of Los AngelesArizona to pursue all remedies available to such Party. Alternatively, the Parties may agree in writing to participate in voluntary binding arbitration regarding a Dispute. In such event, final and binding arbitration of the Dispute shall be conducted through JAMS, before a single arbitrator and in accordance with the JAMS Streamlined Arbitration Rules & Procedures. The Parties agree that the arbitration will be treated as confidential information to the extent permitted by applicable Law and the fact of the arbitration and all details thereof shall not be disclosed to any third party except to the arbitrator. Any arbitration conducted pursuant to this Agreement shall be held in Tucson or Phoenix, Arizona. The Parties waive any argument that the selection of that venue is inconvenient or otherwise improper. D. Each party agrees that a breach (f) All costs of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary mediation and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy arbitration shall be in addition to all other remedies set forth in borne equally by the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at law.Parties,

Governing Law; Dispute Resolution. A. This The parties acknowledge that the Company is a Delaware limited liability company, and that the Purchase Agreement shall be is governed by Delaware law. Therefore, this Employment Agreement and construed in accordance with the grants of the Equity Awards will be subject to laws of the State of CaliforniaDelaware, without giving effect regard to its choice of law principles. Each of the parties agrees that any principles or rules regarding conflicts of laws (either dispute between the parties will be resolved only in the courts of the State of California Delaware or any other jurisdiction) the United States District Court for the District of Delaware, and the appellate courts having jurisdiction of appeals in such courts. In that would cause context, and without limiting the application generality of the law foregoing, each of the parties hereto irrevocably and unconditionally (i) submits in any proceeding relating to this Employment Agreement or Executive’s employment by any member of the Company Group, or for the recognition and enforcement of any other jurisdiction other than the State of California. B. In the event of any dispute or controversy arising out of or judgment in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant to this Agreement respect thereof (each, a “DisputeProceeding”), to the parties will attempt exclusive jurisdiction of the courts of the State of Delaware, the courts of the United States of America for the District of Delaware, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations respect of any Dispute by providing written notice such Proceeding shall be heard and determined in such Delaware State Court or, to the other partyextent permitted by law, setting forth the subject of the Dispute. The recipient of in such notice will respond in writing within ten federal court, as applicable, (10ii) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”). The parties agree consents that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as such Proceeding may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable brought in such courts and waives any objection such party may now or hereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same, and (iii) waives all right to a trial by jury in any proceeding (whether based on contract, tort or otherwise) arising out of or relating to this Employment Agreement or Executive’s employment by any court having jurisdiction over member of the party against whom Company Group, or Executive’s or the Company’s performance under, or the enforcement is soughtof, this Employment Agreement. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury Executive acknowledges and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach he was represented by counsel (Xxxxx Xxxxxxxx of its obligations under Paragraph 14 will result Xxxxxxx LLP) in irreparable harm to connection with the other party and, in the event negotiation of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at lawEmployment Agreement.

Governing Law; Dispute Resolution. A. This 9.1 It is the intent of the parties hereto that all questions with respect to the construction of this Agreement and the rights and liabilities of the parties hereunder shall be governed by and construed determined in accordance with the laws of the State of CaliforniaDelaware, without giving effect regard to any principles or rules regarding of conflicts of laws (either of the State of California or any other jurisdiction) thereof that would cause call for the application of the substantive law of any other jurisdiction other than the State of CaliforniaDelaware. B. In 9.2 Each party irrevocably agrees for the event exclusive benefit of the other that any and all suits, actions or proceedings relating to Sections 5, 6 or 7 of this Agreement (a “Proceeding”) shall be maintained in either the courts of the State of Delaware or the federal District Courts sitting in Wilmington, Delaware (collectively, the “Chosen Courts”) and that the Chosen Courts shall have exclusive jurisdiction to hear and determine or settle any such Proceeding and that any such Proceedings shall only be brought in the Chosen Courts. Each party irrevocably waives any objection that it may have now or hereafter to the laying of the venue of any dispute Proceedings in the Chosen Courts and any claim that any Proceedings have been brought in an inconvenient forum and further irrevocably agrees that a judgment in any Proceeding brought in the Chosen Courts shall be conclusive and binding upon it and may be enforced in the courts of any other jurisdiction. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance on Section 2708 of Title 6 of the Delaware Code. Each of the parties hereto irrevocably and unconditionally agrees (i) that, to the extent such party is not otherwise subject to service of process in the State of Delaware, it will appoint (and maintain an agreement with respect to) an agent in the State of Delaware as such party’s agent for acceptance of legal process and notify the other parties hereto of the name and address of said agent, (ii) that service of process may also be made on such party by pre-paid certified mail with a validated proof of mailing receipt constituting evidence of valid service sent to such party at the address set forth in Section 8 of this Agreement, as such address may be changed from time to time pursuant hereto, and (iii) that service made pursuant to clause (i) or (ii) above shall, to the fullest extent permitted by applicable law, have the same legal force and effect as if served upon such party personally within the State of Delaware. 9.3 Any controversy or claim arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant to any other provision of this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final final, binding and binding non-appealable arbitration in Los AngelesWilmington, California Delaware by a single arbitrator. Subject to the following provisions, the arbitration shall be conducted in accordance with the then current applicable rules of JAMS then in effect. Any award entered by the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement arbitrator shall be decided final, binding and nonappealable and judgment may be entered thereon by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings either party in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party law in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may jurisdiction. This arbitration provision shall be effectively restrainedspecifically enforceable. The parties agree that arbitrator shall have no authority to modify any provision of this Agreement or to award a remedy for a dispute involving this Agreement other than a benefit specifically provided under or by virtue of the Agreement. Each party shall be in addition responsible for its own expenses relating to all other remedies set forth in the Agreement conduct of the arbitration or as set forth hereinlitigation (including reasonable attorneys’ fees and expenses) and shall share the fees of JAMS and the arbitrator, if applicable, equally. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at law.NYDOCS01/1701227.2

Governing Law; Dispute Resolution. A. This 17.1. It is the intent of the parties hereto that all questions with respect to the construction of this Agreement and the rights and liabilities of the parties hereunder shall be governed by and construed determined in accordance with the laws of the State of CaliforniaDelaware, without giving effect regard to any principles or rules regarding of conflicts of laws (either of the State of California or any other jurisdiction) thereof that would cause call for the application of the substantive law of any other jurisdiction other than the State of CaliforniaDelaware. B. In 17.2. Each party irrevocably agrees for the event exclusive benefit of the other that any dispute and all suits, actions or controversy arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant proceedings relating to this Agreement (each, a “DisputeProceeding”)) shall be maintained in either the courts of the State of Delaware or the federal District Courts sitting in Wilmington, Delaware (collectively, the parties will attempt “Chosen Courts”) and that the Chosen Courts shall have exclusive jurisdiction to hear and determine or settle any such Proceeding and that any such Proceedings shall only be brought in good faith the Chosen Courts. Each party irrevocably waives any objection that it may have now or hereafter to resolve through negotiation such Dispute. Either party may initiate negotiations the laying of the venue of any Dispute by providing written notice Proceedings in the Chosen Courts and any claim that any Proceedings have been brought in an inconvenient forum and further irrevocably agrees that a judgment in any Proceeding brought in the Chosen Courts shall be conclusive and binding upon it and may be enforced in the courts of any other jurisdiction. 17.3. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance on Section 2708 of Title 6 of the Delaware Code. Each of the parties hereto irrevocably and unconditionally agrees that (i) to the extent such party is not otherwise subject to service of process in the State of Delaware, it will appoint (and maintain an agreement with respect to) an agent in the State of Delaware as such party’s agent for acceptance of legal process and notify the other party, setting forth the subject parties hereto of the Dispute. The recipient name and address of said agent, (ii) service of process may also be made on such notice will respond in writing within ten (10) calendar days party by pre-paid certified mail with a statement validated proof of its position on and recommended solution mailing receipt constituting evidence of valid service sent to such party at the Dispute. If the Dispute is not resolved by this exchange address set forth in Section 15 of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right as such address may be changed from time to have any Disputes decided in a court of law or before a jury and waive the right of appealtime pursuant hereto, and instead of relying on said rights(iii) service made pursuant to clause (i) or (ii) above shall, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other fullest extent permitted by applicable law, have the same legal force and effect as if served upon such party and, in personally within the event State of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at lawDelaware.

Governing Law; Dispute Resolution. A. This (a) Resolution of any and all disputes between KCS, on the one hand, and one or more of GTMM or TFM, on the other hand (each of KCS, on the one hand, and one or more of GTMM or TFM, on the other hand, a "Dispute Party" and together, the "Dispute Parties") arising from or in connection with this Agreement or any transactions contemplated by this Agreement, whether based on contract, tort, common law, equity, statute, regulation, order or otherwise, ("Disputes") including Disputes arising in connection with claims by third persons, shall be exclusively governed by and construed settled in accordance with the laws provisions of this ss.11.10; provided, that the State foregoing shall not preclude equitable or other judicial relief to enforce the provisions hereof or to preserve the status quo pending resolution of CaliforniaDisputes hereunder. (b) THIS AGREEMENT, without giving effect THE LEGAL RELATIONS BETWEEN THE PARTIES HERETO AND THE ADJUDICATION AND ENFORCEMENT THEREOF, SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF DELAWARE AND THE FEDERAL LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO APPLICABLE CHOICE OF LAW PROVISIONS THEREOF. (c) As to any principles or rules regarding conflicts Dispute which is not resolved in the ordinary course of laws (either of the State of California or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of California. B. In the event of any dispute or controversy arising out of or in any way related to this Agreementbusiness, the matters referred to herein, or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will Dispute Parties shall first attempt in good faith to promptly resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing negotiations between executives. Either of the Dispute Parties may initiate this procedure by delivery of written notice of the Dispute (the "Dispute Notice") to the other party, setting forth the subject other. Not later than 20 days after delivery of the DisputeDispute Notice, one executive of one of the Dispute Parties with authority to settle the Dispute shall meet with the one executive of the other Dispute Party with authority to settle the Dispute at a reasonably acceptable time and place, and thereafter as such executives shall deem reasonably necessary. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to executives shall exchange relevant information and perspectives, and to attempt endeavor to resolve the Dispute. Prior to any such meeting, each Dispute Party's executive shall advise the other as to any individuals who will attend such meeting with the executive. All negotiations pursuant to this ss.11.10(c) shall be confidential and shall be treated as compromise negotiations for purposes of Rule 408 of the Federal Rules of Evidence and similarly under other local or foreign rules of evidence. C. If the (d) Each Dispute is Party hereby agrees to submit all Disputes not resolved by these negotiations, such Dispute shall be settled exclusively by pursuant to ss.11.10(c) hereof to final and binding arbitration in Los AngelesNew York, California New York. Either Dispute Party may initiate such arbitration by delivery of a demand therefor (the "Arbitration Demand") to the other Dispute Party not sooner than 60 days after the date of delivery of the Dispute Notice but promptly thereafter; provided, that if a Dispute Party rejects participation in the procedures provided under ss.11.10(c), the other Dispute Party may initiate arbitration at such earlier time as such rejection shall become reasonably apparent, and, whenever arbitration is initiated, may seek recovery of any damages or expenses arising from such rejection, including attorney's fees and expenses, Arbitration Costs (as defined below) in connection with arbitration hereunder. (i) Three Arbitrators shall be appointed (the "Arbitrators"), one of whom shall be appointed by KCS, one by GTMM, and the third of whom, who shall act as the chairman of the arbitral tribunal, shall be appointed by the first two Arbitrators within 10 business days of the first two Arbitrators confirmation by the American Arbitration Association. If either Dispute Party fails to appoint an Arbitrator within 10 business days of a request in writing by the other Dispute Party to do so or if the first two Arbitrators cannot agree on the appointment of the third Arbitrator within 10 business days of their confirmation by the American Arbitration Association, then such Arbitrator shall be appointed by the American Arbitration Association in accordance with its International Arbitration Rules. As soon as the arbitration tribunal has been convened, a hearing date shall be set within 15 days thereafter; provided, that the Arbitrators may extend the date of the hearing upon request of any Dispute Party to the extent necessary to insure that such Dispute Party is given a reasonable period of time to prepare for the hearing. Written submittals in the English language shall be presented and exchanged by both Dispute Parties five business days before the hearing date. At such time the Dispute Parties shall also exchange copies of all documentary evidence upon which they will rely at the arbitration hearing and a list of the witnesses whom they intend to call to testify at the hearing. The Arbitrators shall make their determination as promptly as practicable after conclusion of the hearing. (ii) The arbitration shall be conducted in the English language pursuant to the Commercial Arbitration Rules of American Arbitration Association. Notwithstanding the foregoing, (A) each Dispute Party shall have the right to audit the books and records of the other Dispute Party that are reasonably related to the Dispute; (B) each Dispute Party shall provide to the other, reasonably in advance of any hearing, copies of all documents which a Dispute Party intends to present in such hearing; (C) all hearings shall be conducted on an expedited schedule; and (D) all proceedings shall be confidential, except that either Dispute Party may at its expense make a stenographic record thereof. (iii) The Arbitrators shall endeavor to complete all hearings not later than 120 days after their tribunal has been convened, and shall make a final award as promptly as practicable thereafter. Such award shall be communicated, in writing, by the Arbitrators to the Dispute Parties, and shall contain specific findings of fact and conclusions of law in accordance with the then current rules governing law set forth in ss.11.10(c) of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosureAgreement. Any award issued as a result of such arbitration Arbitrators shall be final and binding between upon the parties thereto Parties to this Agreement and shall not be enforceable attacked by any of the Parties to this Agreement in any court of law and may be enforced in any court having jurisdiction over jurisdiction, including expressly the party courts of the State of Delaware, United States of America, and the courts of the Federal District of Mexico. The Arbitrators shall apportion all costs and expenses of the arbitration, including the Arbitrators' fees and expenses, fees and expenses of experts and fees and expenses of translators ("Arbitration Costs") between the prevailing and non-prevailing Dispute Party as the Arbitrators shall deem fair and reasonable. In circumstances where (A) a Dispute has been asserted or defended against whom enforcement is sought. By entering into this Agreementon grounds that the Arbitrators deem manifestly unreasonable, or (B) the non-prevailing Dispute Party has rejected participation in procedures under ss.11.10(c), the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury Arbitrators may assess all Arbitration Costs against the non-prevailing Dispute Party and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively may include in the state or federal courts sitting award the prevailing Dispute Party's attorney's fees and expenses in the County of Los Angelesconnection with any and all proceedings under this ss. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at law.

Governing Law; Dispute Resolution. A. This Agreement Agreement, and the rights and obligations of the parties hereto, shall be governed by and construed in accordance with the laws of the State of CaliforniaDelaware, without giving effect respect to its principles of conflicts of laws, except to the extent governed by federal laws, and shall be construed according to its fair meaning and not for or against any party. The parties hereto irrevocably submit to the jurisdiction of any state or xxxxxxx xxxxx sitting in or for Denver County, Colorado with respect to any principles or rules regarding conflicts of laws (either of the State of California or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of California. B. In the event of any dispute or controversy arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect relating to this Agreement, and each party irrevocably agrees that this clause all claims in respect of such dispute or proceeding shall be grounds for dismissal heard and determined in such courts. The parties hereto hereby irrevocably waive, to the fullest extent permitted by law, any objection which they may now or hereafter have to the venue of any court action commenced by with respect dispute arising out of or relating to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive Agreement or other similar relief the transactions contemplated hereby brought in accordance with Paragraph 11D hereof, which shall be resolved exclusively in such court or any defense of inconvenient forum for the state maintenance of such dispute or federal courts sitting in the County of Los Angeles. D. proceeding. Each party hereto agrees that a breach judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any right it may have to a trial by jury in respect of its obligations any litigation as between the parties directly or indirectly arising out of, under Paragraph 14 will result or in irreparable harm to connection with this Agreement or the transactions contemplated hereby or disputes relating hereto. Each of the parties hereto (i) certifies that no representative, agent or attorney of the other party andhas represented, expressly or otherwise, that such other party would not, in the event of such breachlitigation, or threatened breachseek to enforce the foregoing waivers and (ii) acknowledges that it and the other parties have been induced to enter into this Agreement by, among other things, the breaching party agrees that the other party will have available the right to preliminary mutual waivers and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant certifications contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at lawSection 11(a).

Governing Law; Dispute Resolution. A. (a) This Agreement Agreement, and the rights and obligations of each and all of the Partners hereunder, shall be governed by and construed in accordance with the laws of the State of CaliforniaDelaware, without giving effect regard to any principles or rules regarding conflicts conflict of laws (either of the State of California or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of Californiarules thereof. B. In the event of (b) Subject to Section 9.7(c), any dispute dispute, controversy, suit, action or controversy proceeding arising out of or in any way related relating to this AgreementAgreement will be settled exclusively by arbitration, conducted before a single arbitrator in New York County, New York (applying Delaware law) in accordance with, and pursuant to, the matters referred to hereinapplicable rules of JAMS (“JAMS”). The arbitration shall be conducted on a strictly confidential basis, and none of the parties shall disclose the existence of a claim, the nature of a claim, any documents, exhibits, or information exchanged or presented in connection with such a claim, or the Products result of any action, to any third party, except as required by law, with the sole exception of their legal counsel and parties engaged by that counsel to assist in the arbitration process, who also shall be supplied bound by Supplier pursuant to this Agreement (each, a “Dispute”), these confidentiality terms. The decision of the arbitrator will be final and binding upon the parties will attempt hereto. Any arbitral award may be entered as a judgment or order in good faith to resolve through negotiation such Disputeany court of competent jurisdiction. Either party may initiate negotiations commence litigation in court to obtain injunctive relief in aid of any Dispute by providing written notice arbitration, to compel arbitration, or to confirm or vacate an award, to the other party, setting forth extent authorized by the subject United States Federal Arbitration Act or the New York Arbitration Act. The party that is determined by the arbitrator not to be the prevailing party will pay all of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on JAMS administrative fees, the arbitrator’s fee and recommended solution to the Disputeexpenses. If the Dispute neither party is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiationsso determined, such Dispute fees shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”)shared. The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement Each party shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of responsible for such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable party’s attorneys’ fees. The parties agree that IF THIS AGREEMENT TO ARBITRATE IS HELD INVALID OR UNENFORCEABLE THEN, TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTNER AND THE PARTNERSHIP WAIVE AND COVENANT THAT THE PARTNER AND THE PARTNERSHIP WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER NOW OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREE THAT ANY OF THE PARTNERSHIP OR ANY OF ITS AFFILIATES OR THE PARTNER MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTNERSHIP AND ITS AFFILIATES, ON THE ONE HAND, AND THE PARTNER, ON THE OTHER HAND, IRREVOCABLY TO WAIVE THE RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN SUCH PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THAT ANY PROCEEDING PROPERLY HEARD BY A COURT UNDER THIS AGREEMENT WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY. (c) Nothing in this clause has been included Section 9.7 will prevent the General Partner or a Limited Partner from applying to rapidly a court for preliminary or interim relief or permanent injunction in a judicial proceeding (e.g., injunction or restraining order), in addition to and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal not in lieu of any other remedy to which it may be entitled at law or in equity, if such relief from a court action commenced by is necessary to preserve the status quo pending resolution or to prevent serious and irreparable injury in connection with respect any breach or anticipated breach of any Restrictive Covenants set forth in Annex D of a Limited Partner’s Award Letter; provided, that all parties explicitly waive all rights to this Agreementseek preliminary, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitableinterim, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm judicial proceeding and all parties submit to the exclusive jurisdiction of the forum described in Section 9.7(b) hereto for any dispute or claim concerning continuing entitlement to distributions or other party andpayments, in the event of even if such breach, dispute or threatened breach, the breaching party agrees that the other party will have available the right claim involves or relates to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies Restrictive Covenants set forth in Annex D of a Limited Partner’s Award Letter. For the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding purposes of this Section 9.7(c), each party hereto consents to enforce any provision hereof that the other party has or had an adequate remedy at lawexclusive jurisdiction and venue of the courts of the Cayman Islands.

Governing Law; Dispute Resolution. A. (a) This Agreement shall and any claim, controversy or dispute arising out of or related to this Agreement, any of the transactions contemplated hereby, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties, whether arising in contract, tort, equity or otherwise, will be governed by by, and construed in accordance with with, the laws of the State of CaliforniaDelaware (including in respect of the statute of limitations or other limitations period applicable to any such claim, controversy or dispute), without giving effect regard to any applicable principles or rules regarding of conflicts of laws (either of the State of California or any other jurisdiction) law that would cause might require the application of the law laws of any other jurisdiction other than the State of Californiajurisdiction. B. In the event of any dispute or controversy arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10b) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them judicial proceeding brought with respect to this Agreement, and that this clause shall Agreement must be grounds for dismissal of brought in any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive federal or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction located in the State of Delaware, and, by execution and delivery of this Agreement, each party (i) accepts and consents to, generally and unconditionally, the jurisdiction of such courts and any related appellate court, and irrevocably agrees to prevent be bound by any judgment rendered thereby in connection with this Agreement, and (ii) irrevocably waives any objection it may now or curtail hereafter have as to the venue of any such breachsuit, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding brought in such a court or that such court is an inconvenient forum. (c) Service of process, summons, notice or other document by mail to enforce such party’s address set forth herein will be effective service of process for any provision hereof that suit, action or other proceeding relating to this Agreement or the other party has or had an adequate remedy at lawtransactions contemplated hereby. (d) EACH OF PARENT, THE COMPANY (BOTH BEFORE AND AFTER GIVING EFFECT TO THE CLOSING), EACH COMPANY SECURITYHOLDER AND THE SECURITYHOLDERS’ REPRESENTATIVE IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY MATTER BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Dispute Resolution. A. (a) This Agreement, and any claim, dispute, or controversy of whatever nature arising out of or relating to this Agreement shall will be governed by and construed in accordance with the laws of the State of CaliforniaNew York, U.S.A., without giving effect to any principles or rules regarding conflicts of laws (either choice of the State of California or any other jurisdiction) law that would cause require the application of the law laws of any other jurisdiction other than a different state or country. *** Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the State Securities and Exchange Commission pursuant to Rule 24b-2 of Californiathe Securities Exchange Act of 1934, as amended. B. In the event of (b) The Parties will try to settle their differences amicably between themselves. If any dispute claim, dispute, or controversy of whatever nature arising out of or in any way related relating to this Agreement, including the matters referred to herein, performance or the Products to be supplied by Supplier pursuant to alleged non-performance of a Party of its obligations under this Agreement arises between the Parties (each, each a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party a Party may initiate negotiations of any Dispute by providing written notice to notify the other party, setting forth the subject of the Dispute. The recipient Party in writing of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Parties are unable to resolve the Dispute within [***] of receipt of the written notice by the other Party, such Dispute will be referred to the Chief Executive Officers of each of the Parties who will use their good faith efforts to resolve the Dispute within [***] after such referral. (c) If a Dispute is not resolved by as provided in the preceding Section 17.4(b), whether before or after termination of this exchange of correspondenceAgreement, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt Parties hereby agree to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with administered under the then current rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided of JAMS by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law appointed in California accordance with at least fifteen the said Rules, provided that upon request of either Party, three (153) years of experience in complex commercial transactionsarbitrators will be appointed. If the parties Parties are unable to agree on an arbitratormutually select such panel, AAA shall designate the arbitrator. The parties panel will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings be selected in accordance with applicable AAA proceduresthe procedures of JAMS. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced The decision and award rendered by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall panel will be final and binding between binding. In any such arbitration, the parties thereto arbitrators will not have the right to modify the terms and shall conditions of this Agreement. As a result, the rights and obligations of the Parties will be enforceable by determined in accordance with the terms and conditions of this Agreement and any decision or award will be only in accordance with the terms and conditions of this Agreement. The Parties will exert best efforts to have the decision and award rendered within [***] after the first to occur of (i) notice of breach of this Agreement, which breach is a subject of the arbitration, and (ii) a notice invoking this arbitration provision. Judgment upon the award may be entered in any court having jurisdiction over thereof. Any arbitration pursuant to this section will be held in Washington, D.C. or such other place as may be mutually agreed upon in writing by the party against whom enforcement is soughtParties. By entering into this Agreement, the parties are waiving their constitutional right With respect to have any Disputes decided arising in connection with an alleged breach of a court of law or before a jury Party’s rights and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them obligations with respect to confidential Know-How or Confidential Information received from the other Party, the arbitrator will apply the discovery provisions of the Federal Rules of Civil Procedure. This means that depositions may be taken and full discovery may be obtained in any arbitration commenced under this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by Section 17.4 with respect to such Disputes. *** Certain confidential information contained in this Agreementdocument, other than post-arbitration actions seeking marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to enforce an arbitration award and actions seeking equitableRule 24b-2 of the Securities Exchange Act of 1934, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angelesas amended. D. Each party agrees that a breach (d) Notwithstanding the provisions of its obligations under Paragraph 14 will result in irreparable harm to the other party andthis Section 17.4, in the event of such breach, or threatened breach, the breaching party agrees that the other party either Party will have available the right to preliminary and seek temporary or permanent injunctive relief and other equitable relief issued by in any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions as may be effectively restrainedavailable to such Party under the laws and rules applicable in such jurisdiction. The parties agree that Further, the provisions of this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they Section 17.4 will not assert as apply with respect to any claim of a claim or defense in any action or proceeding to enforce any provision hereof Party that the other party has or had an adequate remedy at lawParty is infringing any of its patents.

Governing Law; Dispute Resolution. A. (a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of California, Delaware without giving effect to any principles choice or rules regarding conflicts conflict of laws law provision or rule (either whether of the State of California Delaware or any other jurisdiction). (b) that would cause the application of the law If any dispute, claim or controversy of any other jurisdiction other than the State of California. B. In the event of any dispute or controversy nature arising out of or in any way related relating to this Agreement, the matters referred to hereinincluding any action or claim based on equity, tort, contract or statute, or concerning the Products to be supplied by Supplier pursuant to interpretation, effect, termination, validity, performance or breach of this Agreement (each, a “Dispute”), arises between the parties will attempt in and the parties cannot resolve such Dispute through good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other partydiscussions, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of a written request by either ABS or Parent to the date other party (“Notice of Dispute”), either ABS or Parent may refer the Dispute to the Chief Executive Officer of ABS (or an executive officer of ABS designated by the Chief Executive Officer of ABS who has the power and authority to resolve such matter) and the Chief Executive Officer of Parent (or an executive officer of Parent designated by the Chief Executive Officer of Parent who has the power and authority to resolve such matter) (collectively, the “Executive Officers”) for resolution. Each of ABS and Parent, within five (5) Business Days after a party has received such written request from the other party to so refer such Dispute, shall notify the other party in writing of the initial notice Executive Officer to whom such dispute is referred. If, after an additional sixty (60) days after the Notice of Dispute, such Executive Officers have not succeeded in order to exchange relevant information and perspectivesnegotiating a resolution of the Dispute, and a party wishes to attempt to resolve pursue the Dispute. C. If the Dispute is not resolved by these negotiationsmatter, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance then either party may initiate legal proceedings with the then current rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration respect thereto in accordance with this Section 8.10. (c) With respect to any Dispute, each of the parties: (i) irrevocably consents to the exclusive jurisdiction and venue in the Delaware Court of Chancery within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any court of the United States located in the State of Delaware, or, if any such court of the United States located in the State of Delaware declines to accept jurisdiction over a particular matter, any state court located in the State of Delaware); (ii) agrees not to commence any legal proceedings relating to or arising out of this Agreement or the transactions contemplated hereby in any jurisdiction or courts other than as provided in this Section 8.10; (iii) waives its right to a jury trial; (iv) agrees that process shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other served upon such party in the arbitration proceedingsmanner set forth in Section 8.02, except and that service in such manner shall constitute valid and sufficient service of process; and (v) waives and covenants not to assert or plead any objection that such party might otherwise have to such jurisdiction, venue or process, including that any suit or proceeding brought in any such court has been brought in an inconvenient forum. Notwithstanding the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentenceforegoing, a party shall give the other party reasonable advance written notice will be entitled to seek enforcement of the intended disclosure and an opportunity a judgment entered pursuant to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by this Section 8.10 in any court having competent jurisdiction over the party against whom thereof where enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angelesdeemed necessary. D. Each (d) Notwithstanding the foregoing, any Excluded Claim may be submitted by any party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent over such Excluded Claim. As used in this Section 10.10, the term “Excluded Claim” means any dispute, controversy or curtail claim that concerns (i) the validity, enforceability or infringement of any such breachpatent, trademark or copyright, or threatened breach(ii) any antitrust, and to specific performance of any covenant contained hereinanti-monopoly or competition law or regulation, in each case without the proof of actual damage whether or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at law.statutory

Governing Law; Dispute Resolution. A. This 9.1 It is the intent of the parties hereto that all questions with respect to the construction of this Agreement and the rights and liabilities of the parties hereunder shall be governed by and construed determined in accordance with the laws of the State of CaliforniaNevada, without giving effect regard to any principles or rules regarding of conflicts of laws (either of the State of California or any other jurisdiction) thereof that would cause call for the application of the substantive law of any other jurisdiction other than the State of CaliforniaNevada. B. In 9.2 Each party irrevocably agrees for the event exclusive benefit of the other that any and all suits, actions or proceedings relating to Sections 5, 6 or 7 of this Agreement (a “Proceeding”) shall be maintained in either the courts of the State of Nevada or the federal District Courts sitting in Las Vegas, Nevada (collectively, the “Chosen Courts”), applying the law of the State of Nevada without regard to principles of conflicts of law, and that the Chosen Courts shall have exclusive jurisdiction to hear and determine or settle any such Proceeding and that any such Proceedings shall only be brought in the Chosen Courts. Each party irrevocably waives any objection that it may have now or hereafter to the laying of the venue of any dispute Proceedings in the Chosen Courts and any claim that any Proceedings have been brought in an inconvenient forum and further irrevocably agrees that a judgment in any Proceeding brought in the Chosen Courts shall be conclusive and binding upon it and may be enforced in the courts of any other jurisdiction. Each of the parties hereto agrees that this Agreement has been entered into in express reliance on Section 104.5116 of Title 8 of the Nevada Revised Statutes. Each of the parties hereto irrevocably and unconditionally agrees (i) that, to the extent such party is not otherwise subject to service of process in the State of Nevada, it will appoint (and maintain an agreement with respect to) an agent in the State of Nevada as such party’s agent for acceptance of legal process and notify the other parties hereto of the name and address of said agent, (ii) that service of process may also be made on such party by pre-paid certified mail with a validated proof of mailing receipt constituting evidence of valid service sent to such party at the address set forth in Section 8 of this Agreement, as such address may be changed from time to time pursuant hereto, and (iii) that service made pursuant to clause (i) or (ii) above shall, to the fullest extent permitted by applicable law, have the same legal force and effect as if served upon such party personally within the State of Nevada or within any other State as required by applicable law. 9.3 Any controversy or claim arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant to any other provision of this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final final, binding and binding non-appealable arbitration in Los AngelesLas Vegas, California Nevada by a single arbitrator applying the law of the State of the Nevada without regard to principles of conflicts of law. Subject to the following provisions, the arbitration shall be conducted in accordance with the then current applicable rules of JAMS then in effect. Any award entered by the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement arbitrator shall be decided final, binding and nonappealable and judgment may be entered thereon by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings either party in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party law in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may jurisdiction. This arbitration provision shall be effectively restrainedspecifically enforceable. The parties agree that arbitrator shall have no authority to modify any provision of this Agreement or to award a remedy for a dispute involving this Agreement other than a benefit specifically provided under or by virtue of the Agreement. Each party shall be in addition responsible for its own expenses relating to all other remedies set forth in the Agreement conduct of the arbitration or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that litigation (including reasonable attorneys’ fees and expenses) and shall share the other party has or had an adequate remedy at lawfees of JAMS and the arbitrator, if applicable, equally.

Governing Law; Dispute Resolution. A. This Agreement Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of California, Illinois (without giving effect regard to its choice of law provisions). Each of the parties agrees that any principles or rules regarding conflicts of laws (either dispute between the parties shall be resolved only in the courts of the State of California Illinois, County of Lake or any other jurisdiction) the United States District Court for the Northern District of Illinois and the appellate courts having jurisdiction of appeals in such courts. In that would cause context, and without limiting the application generality of the law foregoing, each of any other jurisdiction other than the State of California. B. In the event of any dispute or controversy arising out of or parties hereto irrevocably and unconditionally (a) submits in any way related proceeding relating to this Agreement, or for the matters referred to herein, or the Products to be supplied by Supplier pursuant to this Agreement recognition and enforcement of any judgment in respect thereof (each, a “DisputeProceeding”), to the parties will attempt exclusive jurisdiction of the courts of the State of Illinois, County of Lake, the court of the United States of America for the Northern District of Illinois, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations respect of any Dispute by providing written notice such Proceeding shall be heard and determined in such Illinois State court or, to the other partyextent permitted by law, setting forth in such federal court, (b) consents that any such Proceeding may and shall be brought in such courts and waives any objection that the subject Executive or the Company may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the Dispute. The recipient same, (c) WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE PERFORMANCE UNDER, OR THE ENFORCEMENT OF, THIS AGREEMENT, (d) agrees that service of process in any such Proceeding may be effected by mailing a copy of such notice will respond process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at the Executive’s or the Company’s address as provided in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectivesSection 5 hereof, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration (e) agrees that nothing in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed affect the right to practice law effect service of process in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure manner permitted by the preceding sentence, a laws of the State of Illinois. Each party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by responsible for its own legal fess incurred in connection with any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angelesdispute hereunder. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at law.

Governing Law; Dispute Resolution. A. (a) This Agreement shall be interpreted, construed and governed by and construed in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof that would subject such matter to the Laws of another jurisdiction, except that the following matters arising out of or relating to this Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the nonexclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the undertaking, property and liabilities of Merger Sub in the Surviving Company, the cancellation of the Shares (including Shares represented by ADSs), the rights provided for in Section 238 of the CICL with respect to any Dissenting Shares, the fiduciary or other duties of the Company Board and the directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. (b) All Actions arising under the laws of the State of CaliforniaNew York out of or relating to this Agreement shall be heard and determined exclusively in any federal court sitting in the Borough of Manhattan of The City of New York, without giving effect to any principles or rules regarding conflicts of laws (either provided, however, that if such federal court does not have jurisdiction over such Action, shall be heard and determined exclusively in the Supreme Court of the State of California or New York, Commercial Division, sitting in the Borough of Manhattan of The City of New York (and any other jurisdiction) that would cause the application appellate court therefrom). Each of the law parties hereto agrees that mailing of process or other papers in connection with any such Action in the manner provided in Section 9.02 or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby (i) submits to the exclusive jurisdiction of the aforesaid courts for the purpose of any other Action arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action 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 any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the State of California. B. In the event of any dispute or controversy arising out of or in any way related failure to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration serve process in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los AngelesSection 9.09. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at law.

Governing Law; Dispute Resolution. A. (a) This Agreement and the legal relations among the parties shall be governed by and construed in accordance with the laws of the State of CaliforniaTexas, without giving effect to excluding any principles or rules regarding conflicts of law rule or principle that might refer construction of such provisions to the laws (either of the State of California or any other another jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of California. B. In the event of any (b) Any controversy, dispute or controversy claim arising out of or in any way related relating to this Agreement, Agreement or the matters referred to hereinTransaction Documents, or the Products to be supplied by Supplier pursuant to this Agreement transactions contemplated thereby (each, a “Dispute”) shall be resolved in accordance with this Section 14.12. Any party may give the other party written notice (a “Dispute Notice”) of any Dispute which has not been resolved in the normal course of business. Within 15 Business Days after delivery of the Dispute Notice, the receiving party shall submit to the other party a written response (the “Response”). The Dispute Notice and the Response shall each include (i) a statement setting forth the position of the party giving such notice, a summary of the arguments supporting such position and, if applicable, the relief sought and (ii) the name and title of a senior manager of such party who has authority to settle the Dispute and will be responsible for the negotiations related to the settlement of the Dispute (the “Senior Manager”). (c) Within 10 days after the delivery of the Response provided for in Section 14.12(b), the Senior Managers of both parties will attempt shall meet or communicate by telephone at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, and shall negotiate in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the DisputeDispute that is the subject of such Dispute Notice. It is agreed between the parties that the content of any communications pursuant to this Section 14.12(c) will be and shall remain confidential. The parties, on behalf of themselves and their attorneys, hereby agree that they will not in any way reveal the content or terms of any such communications to any person, firm, corporation, or entity, with the exception that the disclosure shall not be a violation of this paragraph where the same is required by Law or court order, or any agency or authority having jurisdiction to require disclosure; provided further, however, that the parties may disclose the content or terms of such communications to their attorneys, accountants, trustees, financial advisors and/or their tax related consultants, as may be necessary in their business affairs. If such Dispute has not been resolved within 30 days after delivery of the Dispute Notice, then the parties may proceed to arbitration pursuant to Section 14.12(d). C. If (d) Except as specifically otherwise provided in this Agreement, the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes arising from or related to this Agreement that are submitted cannot be amicably settled pursuant to Section 14.12(c), shall be determined solely and exclusively by arbitration in accordance with this Agreement the Federal Arbitration Act and using the rules of the American Arbitration Association or any successor thereof when not in conflict with such act. Arbitration shall take place at an appointed time and place in Houston, Texas. Each party shall select one impartial arbitrator, and the two so designated shall select a third impartial arbitrator. If either party shall fail to designate an arbitrator within 14 days after arbitration is requested, or if the two arbitrators shall fail to select a third arbitrator within 30 days after arbitration is requested, then an arbitrator shall be decided selected by one (1) neutral arbitrator who is a retired judge or attorney licensed the Senior U.S. District Judge for the Southern District of Texas. Discovery shall be made pursuant to practice law in California with at least fifteen (15) years the Federal Rules of experience in complex commercial transactions. If Civil Procedure and completed within 45 days of selection of the parties are unable to agree on an arbitrator, AAA shall designate the third arbitrator. The parties will cooperate with AAA and with one another in selecting Final hearing on the matter shall be had within 60 days of the selection of the third arbitrator and in scheduling a final decision (which may include the arbitration proceedings in accordance award of reasonable attorney’s fees and costs) with applicable AAA procedures. All arbitration proceedings a written opinion stating the reasons therefor shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedingsrendered within 75 days of said date, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between binding, and the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving also waive irrevocably their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right form of appeal, and instead review or recourse to any state court or other judicial authority, insofar as such waiver may be validly made. Judgment upon an award of relying on said rights, each party is solely and knowingly accepting the use majority of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration the arbitrators shall be awarded its costs binding. Judgment on the award may be entered and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued enforced by any court of competent jurisdiction to prevent or curtail any such breachjurisdiction. In no event, or threatened breach, and to specific performance of any covenant contained herein, in each case without may the proof of actual damage or any bond or similar security being posted, in order arbitrators award damages that have been waived by the breach, or threatened breach, of such provisions may be effectively restrainedparties under Section 12.10. The parties agree that this remedy arbitration process shall be in addition to all other remedies set forth in the Agreement kept confidential and such conduct, statements, promises, offers, views and opinions shall not be discoverable or as set forth herein. The parties further agrees that they will not assert as a claim or defense admissible in any action or legal proceeding for any purpose, except to the extent reasonably necessary to enforce any provision hereof that the other party has or had an adequate remedy at lawfinal decision of the arbitrators.

Governing Law; Dispute Resolution. A. Equitable Relief (a) This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any New York (regardless of the laws that might otherwise govern under applicable principles or rules regarding of conflicts of laws law). (either b) Subject to Section 4.5, each Party to this Agreement irrevocably consents and agrees that any legal action, suit or proceeding by it against any of the State of California other Parties with respect to its rights, obligations or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of California. B. In the event of any dispute liabilities under or controversy arising out of or in any way related to connection with this Agreementagreement shall be brought by such Party only in the United States District Court for the Southern District of New York or, in the matters referred to hereinevent (but only in the event) such court does not have subject matter jurisdiction over such action, suit or proceeding, in the Products to be supplied by Supplier pursuant courts of the State of New York sitting in New York City, and each Party to this Agreement hereby irrevocably accepts and submits to the jurisdiction of each of the aforesaid courts in personam, with respect to any such action, suit or proceeding (eachincluding, without limitation, claims for interim relief, counterclaims, actions with multiple defendants and actions in which such party is implied). Each Party hereto irrevocably and unconditionally waives any right that it may have to a “Dispute”jury trial in any legal action, suit or proceeding with respect to, or arising out of or in connection with this agreement. Each of the Parties hereby irrevocably designates CT Corporation System (the "Process Agent"), the parties will attempt in good faith with an office at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its designee, appointee and agent to resolve through negotiation such Dispute. Either party may initiate negotiations receive, for and on its behalf service of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party process in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve jurisdiction in any disputes between them legal action or proceedings with respect to this Agreement, and that this clause such service shall be grounds for dismissal deemed complete upon delivery thereof to the Process Agent, provided that in the case of any court action commenced by with respect such service upon the Process Agent, the Party effecting such service shall also deliver a copy thereof to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively the intended recipient in the state manner provided in Section 4.1. Each of the Parties shall take all such action as may be necessary to continue said appointment in full force and effect or federal courts sitting to appoint another agent so that each Partner will at all times have an agent for service of process for the above purposes in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party andNew York, in New York. In the event of the transfer of all or substantially all of the assets and business of the process agent to any other corporation by consolidation, merger, sale of assets or otherwise, such breachother corporation shall be substituted hereunder for the process agent with the same effect as if named herein in place of the Process Agent. Each of the Parties further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered airmail, or threatened breachpostage prepaid, to such Party at its address set forth in this agreement, such service of process to be effective upon acknowledgment of receipt of such registered mail. Nothing herein shall affect the breaching party right of any Party to serve process in any other manner permitted by applicable laws. Each of the Partners expressly acknowledges that the foregoing waiver is intended to be irrevocable under the laws of the State of New York and of the United States of America. (c) Each Party hereto agrees that money damages would not be a sufficient remedy for the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued Parties hereto for any breach of this Agreement by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breachit, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth the other Parties hereto may have, they shall be entitled to specific performance and to injunctive or other equitable relief as a remedy for any such breach. Each Party hereto agrees not to oppose the granting of such relief in the Agreement event a court determines that such a breach has occurred, and to waive any requirement for the securing or as set forth herein. The parties further agrees that they will not assert as a claim or defense posting of any bond in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at lawconnection with such remedy.

Governing Law; Dispute Resolution. A. 12.9.1 This Agreement and the rights and obligations of the parties hereunder shall be governed in all respects, including validity, interpretation and effect, by and construed in accordance with the laws Law of the State of CaliforniaNevada, without giving effect regard to any principles or its rules regarding of conflicts of laws (either law. 12.9.2 Each of the parties hereto irrevocably consents to the exclusive jurisdiction of the state and federal courts located in the State of California or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of California. B. In the event of any dispute or controversy arising out of or Nevada in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge actions, suits or attorney licensed to practice law in California with at least fifteen (15) years proceedings between or among any of experience in complex commercial transactions. If the parties are unable hereto, whether arising hereunder or otherwise, and irrevocably waives to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure fullest extent permitted by Law any objection which such party may now or hereafter have to the preceding sentence, a party shall give the other party reasonable advance written notice laying of the intended disclosure venue of any such action, suit or proceeding brought in such court and any claim that any such action, suit or proceeding brought in such court has been brought in an opportunity to prevent disclosure. Any award issued as a result of such arbitration inconvenient forum; provided, however, that the Company shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional have right to have any Disputes decided enforce the provisions of Article 11 hereof (Restrictive Covenants) in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction in any state. 12.9.3 Each of the parties hereto irrevocably consents to prevent or curtail any such breachservice of process by first class certified mail, return receipt requested, postage prepaid, or threatened breachby delivery by a nationally recognized express courier service, and to specific performance of any covenant contained hereinwith delivery charges prepaid, in each case without to the proof address at which such party is to receive notice in accordance with Section 12.1 hereof. Each of actual damage or the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Law, all claims of error by reason of any bond or similar security being posted, in order such service pursuant to the terms hereof (but does not waive any right to assert lack of subject matter jurisdiction) and agrees that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy service (a) shall be deemed in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense every respect effective service of process in any such suit, action or proceeding and (b) shall, to the fullest extent permitted by applicable Law, be taken and held to be valid personal service. Nothing contained herein shall affect the right of any party hereto to serve process in any manner permitted by Law. 12.9.4 In the event any party hereto is required to engage the services of legal counsel in connection with an action to enforce any provision hereof that or interpret the terms and conditions of this Agreement against the other party has or had an adequate remedy parties, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, costs and experts and accountants, and other related costs, from the non-prevailing party, including any fees or costs incurred at lawtrial or in any appellate proceeding.

Governing Law; Dispute Resolution. A. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any New York (regardless of the laws that might otherwise govern under applicable principles or rules regarding of conflicts of laws law). (either b) The Company irrevocably consents and agrees that any legal action, suit or proceeding by the Underwriters or any person controlling any of the State of California Underwriters (a "Specified Party") with respect to their rights, obligations or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of California. B. In the event of any dispute liabilities under or controversy arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance connection with this Agreement shall be decided brought by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither such party shall disclose any information about the evidence produced by the other party only in the arbitration proceedings, except in United States District Court for the course Southern District of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party andNew York or, in the event (but only in the event) such court does not have subject matter jurisdiction over such action, suit or proceeding, in the courts of the State of New York sitting in the Borough of Manhattan, New York City, and the Company hereby irrevocably waives any claim that such breachproceeding has been brought in an inconvenient forum and irrevocably accepts and submits to the jurisdiction of each of the aforesaid courts in personam, with respect to any such action, suit or proceeding (including, without limitation, claims for interim relief, counterclaims, actions with multiple defendants and actions in which such party is implied), it being understood that this provision inures to the benefit only of Specified Parties and no third parties. The Underwriters and the Company hereto irrevocably and unconditionally waive any right that they may have to a jury trial in any legal action, suit or proceeding with respect to, or threatened breach, arising out of or in connection with this Agreement. The Company further irrevocably consents to the breaching party agrees that service of process out of any of the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail aforementioned courts in any such breachaction or proceeding by the mailing of copies thereof by registered airmail, or threatened breachpostage prepaid, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies party at its address set forth in this Agreement, with copies to counsel as specified under Section 12, such service of process to be effective upon acknowledgment of receipt of such registered mail. Nothing herein shall affect the Agreement right of the Underwriters or as set forth hereinany person controlling the Underwriters to serve process in any other manner permitted by applicable law. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof Company and the Underwriters expressly acknowledge that the other party has or had an adequate remedy at lawforegoing waivers are intended to be irrevocable under the laws of the State of New York and of the United States of America.

Governing Law; Dispute Resolution. A. (A) This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect regard to any applicable principles or rules regarding of conflicts of laws law. (either B) Each of the parties hereto hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of California and of the United States of America located in the State of California for any matter arising out of or relating to this Agreement and the transactions contemplated hereby, and agrees not to commence any litigation relating thereto except in such courts. Each of the parties hereto hereby irrevocably and unconditionally waives any objection to the laying of venue of any matter arising out of this Agreement or the transactions contemplated hereby in the courts of the State of California or any other jurisdiction) that would cause the application of the law United States of America located San Diego County, California and hereby further irrevocably and unconditionally waives and agrees not to plead or make any other jurisdiction other than the State of California. B. In the event of any dispute claims for improper venue or controversy arising out of plead or claim in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will attempt such court that any such matter brought in good faith to resolve through negotiation any such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond court has been brought in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”)an inconvenient forum. The parties agree that a final judgment in any such matter shall be conclusive and all Disputes that are submitted to arbitration may be enforced in other jurisdictions by suits on the judgment or in any other manner provided by law. (C) Disputes, claims or controversies arising out of the following issues and provisions will be resolved in accordance with this Agreement shall be decided Exhibit D attached hereto after good faith attempts to resolve the issues by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding negotiation between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is soughtparties: (I) [***]; (II) [***]; (III) [***]; (IV) [***]; (V) [***]; [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. By entering into this AgreementEACH SUCH PORTION, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appealWHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH A SERIES OF THREE ASTERISKS IN BRACKETS [***], and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los AngelesHAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at law.(VI) [***]

Governing Law; Dispute Resolution. A. (a) This Agreement, and any claim, dispute, or controversy of whatever nature arising out of or relating to this Agreement shall will be governed by and construed in accordance with the laws of the State of California***, without giving effect to any principles principles, statutory provisions or other rules regarding conflicts of laws (either choice of the State of California or any other jurisdiction) law that would cause require the application of the law laws of any other jurisdiction other than the State of Californiaa different country. B. In the event of (b) The Parties will try to settle their differences amicably between themselves. If any dispute claim, dispute, or controversy of whatever nature arising out of or in any way related relating to this Agreement, including the matters referred to herein, performance or the Products to be supplied by Supplier pursuant to alleged non-performance of a Party of its obligations under this Agreement arises between the Parties (each, each a “Dispute”), the parties will attempt in good faith a Party will, before initiating any proceedings pursuant to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to Section 17.13(c), notify the other party, setting forth the subject of the Dispute. The recipient Party in writing of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Parties are unable to resolve the Dispute within *** of receipt of the written notice by the other Party, such dispute will be referred to the Chief Executive Officer of IMDZ, or his designee, and the Executive Vice President of R&D of Sanofi’s ultimate parent company, or his designee, who will meet in person at least once and use their good faith efforts to resolve the Dispute within *** after such referral. (c) If a Dispute is not resolved by as provided in the preceding Section 17.13(b), whether before or after termination of this exchange of correspondenceAgreement, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, Parties hereby agree that such Dispute shall will be settled exclusively resolved by final and binding arbitration in Los Angeles, California conducted in accordance with the then current rules terms of the American Arbitration Association (“AAA”this Section 17.13(c). The parties agree that any and all Disputes that are submitted arbitration will be held in *** according to the ***. The arbitration in accordance will be conducted by a panel of *** arbitrators with this Agreement shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of significant experience in complex commercial transactions. If the parties are unable to agree on an arbitratorpharmaceutical industry, AAA shall designate unless otherwise agreed by the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings Parties, appointed in accordance with applicable AAA procedures*** rules. All Any arbitration proceedings shall herewith will be confidential. Neither party shall disclose any information about the evidence produced by the other party conducted in the arbitration proceedings, except in English language to the course of judicial, regulatory, maximum extent possible. The arbitrators will be instructed not to award any punitive or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by special damages and will render a written decision no later than *** following the preceding sentence, a party shall give the other party reasonable advance written notice selection of the intended disclosure arbitrators, including a basis for any damages awarded and an opportunity to prevent disclosurea statement of how the damages were calculated. Any award issued will be promptly paid in United States dollars free of any tax, deduction or offset. Each Party agrees to abide by the award rendered in any arbitration conducted pursuant to this Section 17.13(c). With respect to money damages, except as a result of such arbitration shall set forth in Section 17.14, nothing contained herein will be final and binding between construed to permit the parties thereto and shall be enforceable by arbitrator or any court having jurisdiction over the party against whom enforcement is soughtor any other forum to award punitive or exemplary damages. By entering into this Agreementagreement to arbitrate, the parties are waiving their constitutional right Parties expressly waive any claim for punitive or exemplary damages. Each Party will pay its legal fees and costs related to have the arbitration (including witness and expert fees). Judgment on the award so rendered will be final and may be entered in any Disputes decided court having jurisdiction thereof. (d) Nothing in this Section 17.13 will preclude either Party from seeking equitable relief or interim or provisional relief from a court of law or before competent jurisdiction, including a jury and waive the right of appealtemporary restraining order, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive preliminary injunction or other similar relief in accordance with Paragraph 11D hereofinterim equitable relief, which shall be resolved exclusively in concerning a dispute either prior to or during any arbitration if necessary to protect the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event interests of such breach, Party or threatened breach, to preserve the breaching party agrees that status quo pending the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at lawarbitration proceeding.

Governing Law; Dispute Resolution. A. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws of the State of CaliforniaNew York, without giving effect to any principles choice or rules regarding conflicts conflict of laws provision or rule (either whether of the State of California New York or any other jurisdiction) that would cause the application of the law Laws of any other jurisdiction other than the State of CaliforniaNew York. B. In the event of any dispute (b) Any controversy or controversy claim arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant relating to this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules Commercial Arbitration Rules of the American Arbitration Association (“AAA”)) in the City of New York, County of New York, and judgment upon the award rendered by the arbitrator may be entered in any court located in any jurisdiction. The parties agree that expressly consent to the binding arbitral jurisdiction of the AAA in any and all Disputes that are submitted to proceedings and the respective entry of award thereof as judgment in any of the permitted courts. Such arbitration shall be conducted by three arbitrators appointed in accordance with this Agreement the rules of the AAA as then in effect, each of whom shall be decided by one (1) neutral arbitrator who is a retired judge or an attorney licensed admitted to practice law in California the State of New York with at least fifteen (15) not less than twenty years of experience in complex commercial transactionscorporate and securities transactional legal experience. If Each of the parties are unable hereto hereby irrevocably and unconditionally waives any objection to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course laying of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution venue of any Disputes. The prevailing party such proceeding and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree court that this clause any such proceeding brought in any such court has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce brought in an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angelesinconvenient forum. D. (c) Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm irrevocably consents to the other party and, in the event service of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense process in any action or proceeding by mailing copies thereof by registered or certified United States mail, postage prepaid, return receipt requested, to enforce the following addresses: If to the Company, to: Arc Group Worldwide, Inc. 000 Xxxxxxxxxx Xxxx. Xxxxxx, XX 00000 Telephone: (000) 000-0000 Attn.: Chief Executive Officer with a copy to: Wuersch & Xxxxxx LLP (which shall not constitute notice) 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Telephone: (000) 000-0000 Attn.: Xxxxxx X. Xxxxxx, Esq. If to the Backstop Purchaser, to the address set forth on the signature page hereto. However, the foregoing shall not limit the right of a party to effect service of process on any provision hereof that the other party has or had an adequate remedy at lawby any other legally available method.

Governing Law; Dispute Resolution. A. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws of the State of California, without giving effect to any principles or rules regarding conflicts of laws (either of the State of California or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of CaliforniaNew York. B. In the event of (b) Any claim, action, suit or proceeding seeking to enforce any dispute provision of, or controversy based on any matter arising out of or in any way related to connection with, this Agreement, the matters referred to herein, Agreement or the Products to transactions contemplated hereby may be supplied by Supplier pursuant to this Agreement (eachheard and determined in any New York state or federal court sitting in The City of New York, a “Dispute”)County of Manhattan, and each of the parties will attempt hereto hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom in good faith any such claim, action, suit or proceeding) and irrevocably waives, to resolve through negotiation such Dispute. Either party the fullest extent permitted by law, any objection that it may initiate negotiations now or hereafter have to the laying of venue of any Dispute by providing written notice such claim, action, suit or proceeding in any such court or that any such claim, action, suit or proceeding that is brought in any such court has been brought in an inconvenient forum. (c) Subject to applicable law, process in any such claim, action, suit or proceeding may be served on any party anywhere in the other partyworld, setting forth whether within or without the jurisdiction of any such court. Without limiting the foregoing and subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondenceapplicable law, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days agrees that service of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, process on such Dispute party shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules deemed effective service of the American Arbitration Association (“AAA”)process on such party. The parties agree that any and all Disputes that are submitted to arbitration in accordance with this Agreement Nothing herein shall be decided by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedings, except in the course of judicial, regulatory, or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreement, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive affect the right of appeal, and instead of relying on said rights, each any party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this clause shall be grounds for dismissal of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall be resolved exclusively in the state or federal courts sitting in the County of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense serve legal process in any action other manner permitted by law or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at lawequity. WITH RESPECT TO ANY SUCH CLAIM, ACTION, SUIT OR PROCEEDING IN ANY SUCH COURT, EACH OF THE PARTIES IRREVOCABLY WAIVES AND RELEASES TO THE OTHER ITS RIGHT TO A TRIAL BY JURY, AND AGREES THAT IT WILL NOT SEEK A TRIAL BY JURY IN ANY SUCH PROCEEDING.

Governing Law; Dispute Resolution. A. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any New York (regardless of the laws that might otherwise govern under applicable principles or rules regarding of conflicts of laws law). (either b) Each of the State of California Company, France Telecom, Deutsche Telekom AG and DT Holdings irrevocably consents and agrees that any legal action, suit or proceeding by the Underwriters or any other jurisdiction) that would cause the application person controlling any of the law of any other jurisdiction other than the State of California. B. In the event of any dispute Underwriters (a "Specified Party") with respect to their rights, obligations or controversy liabilities under or arising out of or in any way related to this Agreement, the matters referred to herein, or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will attempt in good faith to resolve through negotiation such Dispute. Either party may initiate negotiations of any Dispute by providing written notice to the other party, setting forth the subject of the Dispute. The recipient of such notice will respond in writing within ten (10) calendar days with a statement of its position on and recommended solution to the Dispute. If the Dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Dispute. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”). The parties agree that any and all Disputes that are submitted to arbitration in accordance connection with this Agreement shall be decided brought by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitrator, AAA shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration proceedings in accordance with applicable AAA procedures. All arbitration proceedings shall be confidential. Neither such party shall disclose any information about the evidence produced by the other party only in the arbitration proceedingsUnited States District Court for the Southern District of New York or, except in the course event (but only in the event) such court does not have subject matter jurisdiction over such action, suit or proceeding, in the courts of judicialthe State of New York sitting in the Borough of Manhattan, regulatoryNew York City, and each of the Company, France Telecom, Deutsche Telekom and DT Holdings hereby irrevocably waives any claim that such proceeding has been brought in an inconvenient forum and irrevocably accepts and submits to the jurisdiction of each of the aforesaid courts in personam, with respect to any such action, suit or proceeding (including, without limitation, claims for interim relief, counterclaims, actions with multiple defendants and actions in which such party is impled), it being understood that this provision inures to the benefit only of Specified Parties and no third parties. Each of the Underwriters, the Company, France Telecom, Deutsche Telekom AG and DT Holdings hereto irrevocably and unconditionally waives any right that it may have to a jury trial in any legal action, suit or proceeding with respect to, or arbitration proceeding, arising out of or as may be demanded by government authority. Before making any disclosure permitted by the preceding sentence, a party shall give the other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between the parties thereto and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. By entering into in connection with this Agreement. Each of France Telecom, Deutsche Telekom AG and DT Holdings hereby irrevocably designates CT Corporation System (in such capacity, the parties are waiving their constitutional right "Process Agent"), with an office at 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its designee, appointee and agent to have any Disputes decided in a court receive, for and on its behalf service of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party process in such arbitration shall be awarded its costs and reasonable attorneys’ fees. The parties agree that this clause has been included to rapidly and inexpensively resolve jurisdiction in any disputes between them legal action or proceedings with respect to this Agreement, and that this clause such service shall be grounds for dismissal deemed complete upon delivery thereof to the Process Agent, provided that in the case of any court such service upon the Process Agent, the party effecting such service shall also deliver a copy thereof to France Telecom, Deutsche Telekom AG and DT Holdings in the manner provided in Section 14. Each of France Telecom, Deutsche Telekom AG and DT Holdings hereby confirm that they have paid in full the fee charged by the Process Agent to act as such for the five year period beginning on the date hereof and each shall take all such action commenced as may be necessary to continue said appointment in full force and effect or to appoint another agent so that France Telecom, Deutsche Telekom AG and DT Holdings will at all times during such period have an agent for service of process for the above purposes in New York, New York. In the event of the transfer of all or substantially all of the assets and business of the Process Agent to any other corporation by consolidation, merger, sale of assets or otherwise, such other corporation shall be substituted hereunder for the Process Agent with respect the same effect as if named herein in place of CT Corporation System. Each of the Company, France Telecom, Deutsche Telekom AG and DT Holdings further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered airmail, postage prepaid, to such party at its address set forth in this Agreement, other than post-arbitration actions seeking with copies to enforce an arbitration award and actions seeking equitablecounsel as specified under Section 14, injunctive or other similar relief in accordance with Paragraph 11D hereof, which shall such service of process to be resolved exclusively in the state or federal courts sitting in the County effective upon acknowledgment of Los Angeles. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event receipt of such breachregistered mail. Nothing herein shall affect the right of the Underwriters or any person controlling the Underwriters to serve process in any other manner permitted by applicable law. Each of the Company, or threatened breachFrance Telecom, Deutsche Telekom AG, the breaching party agrees Underwriters and DT Holdings expressly acknowledges that the other party will have available foregoing waivers are intended to be irrevocable under the right to preliminary laws of the State of New York and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance the United States of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at lawAmerica.

Governing Law; Dispute Resolution. A. (a) This Agreement shall be governed by by, and construed in accordance with with, the laws of the State Commonwealth of California, without giving effect to any Pennsylvania regardless of the laws that might otherwise govern under applicable principles or rules regarding of conflicts of laws (either of the State of California or any other jurisdiction) that would cause the application of the law of any other jurisdiction other than the State of Californialaw. B. In the event of any (b) Any dispute or controversy arising out of or in any way related to this Agreement, the matters hereunder shall first be referred to hereinthe parties' respective agents or representatives prior to either party initiating a legal suit, or the Products to be supplied by Supplier pursuant to this Agreement (each, a “Dispute”), the parties will attempt who shall endeavor in good faith to resolve through negotiation any such Dispute. Either party may initiate negotiations disputes within the limits of any Dispute by providing written notice to their authority and within twenty (20) days after the other party, setting forth the subject of the Dispute. The recipient commencement of such notice will respond in writing within discussions. If and only if any such dispute remains unresolved after the parties have followed the dispute resolution procedure set forth above, the matter shall be resolved pursuant to Sections 6.8(c) and (d) below. (c) If any dispute between the parties has not been resolved pursuant to Section 6.8(b) above, the parties shall endeavor to settle such dispute by mediation under the then current Center for Public Resources model procedure for mediation of business disputes or, if such model procedure no longer exists, some other mutually agreeable procedure. Within ten (10) calendar business days with from the date that the parties cease direct negotiations pursuant to Section 6.8(b) above, Sellers shall select a statement of its position on and recommended solution neutral third party mediator, who shall be subject to the Disputereasonable approval of Sellers and Buyer. If Each party shall bear its own cost of mediation; provided, however, the Dispute is not resolved cost charged by this exchange of correspondence, then representatives of each any independent third party with full settlement authority will meet at a mutually agreeable time and place within thirty (30) calendar days of mediator shall be borne equally by the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the Disputeparties. C. If the Dispute is not resolved by these negotiations, such Dispute shall be settled exclusively by final and binding arbitration in Los Angeles, California in accordance with the then current rules of the American Arbitration Association (“AAA”). d) The parties agree that any mediation proceeding (as well as any discussions pursuant to Section 6.8(b) above) shall constitute settlement negotiations for purposes of the federal and all Disputes that are submitted to arbitration in accordance with this Agreement state rules of evidence and shall be decided treated as non-discoverable, confidential and privileged communication by one (1) neutral arbitrator who is a retired judge or attorney licensed to practice law in California with at least fifteen (15) years of experience in complex commercial transactions. If the parties are unable to agree on an arbitratorand the mediator. No stenographic, AAA visual or audio record shall designate the arbitrator. The parties will cooperate with AAA and with one another in selecting the arbitrator and in scheduling the arbitration be made of any mediation proceedings in accordance with applicable AAA proceduresor such discussions. All arbitration proceedings shall be confidential. Neither party shall disclose any information about the evidence produced by the other party in the arbitration proceedingsconduct, except statements, promises, offers and opinions made in the course of judicialthe mediation or such discussion by any party, regulatoryits agents, employees, representatives or arbitration proceeding, or as may be demanded by government authority. Before making any disclosure permitted other invitees and by the preceding sentence, a party mediator shall give the not be discoverable nor admissible for any purposes in any litigation or other party reasonable advance written notice of the intended disclosure and an opportunity to prevent disclosure. Any award issued as a result of such arbitration shall be final and binding between proceeding involving the parties thereto and shall not be enforceable by disclosed to any court having jurisdiction over the party against whom enforcement is sought. By entering into this Agreementthird party. (e) The parties agree that any mediation proceeding shall take place in New York, the parties are waiving their constitutional right to have any Disputes decided in a court of law or before a jury and waive the right of appeal, and instead of relying on said rights, each party is solely and knowingly accepting the use of arbitration as a means of resolution of any Disputes. The prevailing party in such arbitration shall be awarded its costs and reasonable attorneys’ feesNew York. The parties agree that this clause mediation procedure shall be obligatory and participation therein legally binding upon each of them. In the event that either party refuses to adhere to the mediation procedure set forth in this Section 6.8, the other party may bring an action to seek enforcement of such obligation in any court of competent jurisdiction. (f) The parties' efforts to reach a settlement of any dispute shall continue until the conclusion of the mediation proceeding. The mediation proceeding shall be concluded when: (i) a written settlement agreement is executed by the parties, or (ii) the mediator concludes and informs the parties in writing that further efforts to mediate the dispute would not be useful, or (iii) the parties agree in writing that an impasse has been included reached. Notwithstanding the foregoing, either party may withdraw from the mediation proceeding without liability therefor in the event such proceeding continues for more than thirty (30) days from the commencement of such proceeding. For purposes of the preceding sentence, the proceeding shall be deemed to rapidly have commenced following the completion of the selection of a mediator as provided in Section 6.8(c). (g) If any dispute is not resolved pursuant to the foregoing, the parties agree that exclusive jurisdiction of all disputes shall be with, if Sellers commcence the litigation, the (i) Court of Common Pleas of Montgomery County, Pennsylvania, or (ii) federal courts of competent jurisdiction in the Eastern District of Pennsyxxxxxx, xnd with, if Buyer commences the litigation (i) Supreme Court of New York, or (ii) any federal court located in the Easter District of New York. In connection therewith or in connection with any action brought by either party pursuant to Section 6.8(h), the parties shall submit and inexpensively resolve consent to the exclusive jurisdiction of the Court of Common Pleas of Montgomery County, Pennsylvania and the federal courts located in the Eastern District of Pennsylvania, and waive any xxxxxxxxn based on forum non conveniens and any objection to venue in connection therewith. (h) The procedure specified in this Section 6.8 shall be the sole and exclusive procedures for the resolution of disputes between them the parties arising out of or relating to this Agreement; provided, however, that (i) notwithstanding anything to the contrary herein, with respect to any dispute arising under Section 7, Buyer shall be entitled to bring an action in court to have an injunction issued or for any other relief, without first referring the dispute to the parties' respective agents or representatives or to a mediation proceeding, and (ii) with respect to any other dispute, a party, without prejudice to the procedures set forth in Sections 6(a) through 6(f), may file a complaint to seek a preliminary injunction or other provisional judicial relief, if in its sole discretion such action is necessary to avoid irreparable damage or to preserve the status quo ("Equitable Litigation"). In the latter case, despite such action, the parties shall continue to participate in good faith in the procedures specified in this Section 6.8. (i) Any interim or appellate relief granted in such Equitable Litigation shall remain in effect until the alternative dispute resolution procedures described in this Section 6.8 concerning the dispute that is the subject of such Equitable Litigation result in a settlement agreement. Any written settlement agreement shall be the final, binding determination on the merits of such dispute, shall supercede and nullify any decision in the Equitable Litigation, and shall preclude any subsequent litigation on such merits, notwithstanding any determination to the contrary in connection with any Equitable Litigation granting or denying interim relief or any appeal therefrom. (j) All applicable statutes of limitation and defenses based upon the passage of time shall be tolled while the procedures specified in this Section 6.8 are pending. The parties shall take such action, if any, required to effectuate such tolling. Each party shall be required to perform its obligations under this Agreement pending final resolution of any dispute arising out of or relating to this Agreement, unless to do so would be impossible or impracticable under the circumstances. (k) In the event that any dispute among the parties to this Agreement should result in litigation, the substantially prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such substantially prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and that this clause shall be grounds for dismissal expenses of any court action commenced by with respect to this Agreement, other than post-arbitration actions seeking to enforce an arbitration award attorneys and actions seeking equitable, injunctive or other similar relief in accordance with Paragraph 11D hereofaccountants, which shall be resolved exclusively in the state or federal courts sitting in the County include, without limitation, all fees, costs and expenses of Los Angelesappeals. D. Each party agrees that a breach of its obligations under Paragraph 14 will result in irreparable harm to the other party and, in the event of such breach, or threatened breach, the breaching party agrees that the other party will have available the right to preliminary and permanent injunctive relief and other equitable relief issued by any court of competent jurisdiction to prevent or curtail any such breach, or threatened breach, and to specific performance of any covenant contained herein, in each case without the proof of actual damage or any bond or similar security being posted, in order that the breach, or threatened breach, of such provisions may be effectively restrained. The parties agree that this remedy shall be in addition to all other remedies set forth in the Agreement or as set forth herein. The parties further agrees that they will not assert as a claim or defense in any action or proceeding to enforce any provision hereof that the other party has or had an adequate remedy at law.