Common use of Governing Law; Disputes Clause in Contracts

Governing Law; Disputes. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its choice of law provisions. (b) Any disputes arising under this Agreement, shall be submitted to, and resolved exclusively and finally through, the following arbitration process (“Arbitration”). Except as set forth below, the Arbitration process shall be administered by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules in effect at the time the Dispute or Controversy is submitted to the AAA for Arbitration. The panel (the “Arbitration Panel”) will consist of three (3) neutral arbitrators (each, an “Arbitrator”) selected in accordance with applicable AAA procedures. In proposing a list of candidates for Arbitrators, AAA will take into account the Parties’ desire to obtain potential Arbitrators with significant experience in the operation of comparable sports or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature of the dispute. Barring extraordinary circumstances, an initial conference with the Arbitration Panel shall be scheduled to take place in New York, New York within thirty (30) days after the appointment of the third Arbitrator. At such conference, a schedule shall be established for such discovery, if any, as a majority of the Arbitration Panel deems appropriate in light of the nature of the dispute and the Parties’ desire to resolve disputes in a prompt and cost-effective manner, and the date of the Arbitration hearing shall be established by vote of a majority of the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days from the date of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place in New York, New York. Each Party irrevocably consents to the delivery of service of process with respect to any Arbitration in any manner permitted for the giving of notices under Section 20.04. The Arbitration Panel shall not have the authority to alter, change, amend, modify, waive, add to or delete from any provision of this Agreement. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained in the AAA rules to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, in any Arbitration under this Agreement. If the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees and expert witness fees incurred in connection with such frivolous claims or defenses. All provisions of this Agreement applicable to disputes generally shall apply to the Arbitration. All decisions by the Arbitration Panel shall be (i) decided by majority vote and (ii) final and binding on the Parties and may be enforced by any court of competent jurisdiction. (c) Notwithstanding any provision of this Agreement to the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable relief. (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suit, action or proceeding before any federal or state court located in the Borough of Manhattan, City of New York, each of the Parties voluntarily and irrevocably consents and (without waiving service of process) submits to the personal jurisdiction and venue of the courts located in the Borough of Manhattan, City of New York that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring any such action or proceeding in any other forum, and waives the right to a trial by jury. (e) This Section 20.06 shall survive any termination or expiration of the Term.

Governing Law; Disputes. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its choice of law provisionsTHIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT OF LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. (b) Any disputes dispute, controversy or claim solely arising under this Agreementout of, relating to or in connection with the rights or obligations of the Class A Member(s) vis-à-vis any other Members shall be submitted tofinally settled by arbitration. The arbitration shall take place in Wilmington, Delaware and resolved exclusively and finally through, the following arbitration process (“Arbitration”). Except as set forth below, the Arbitration process shall be administered by the American Arbitration Association (“AAA”) under conducted in accordance with the Commercial Arbitration Rules of the AAA then in effect at (except as they may be modified by mutual agreement of the time Class A Member(s) and the Dispute or Controversy is submitted to the AAA for Arbitrationaffected Member(s)). The panel (arbitration shall be conducted by three neutral, impartial and independent arbitrators, who shall be appointed by the “Arbitration Panel”) will consist AAA, at least one of three (3) neutral arbitrators (each, an “Arbitrator”) selected in accordance with applicable AAA procedures. In proposing whom shall be a list of candidates for Arbitrators, AAA will take into account the Parties’ desire to obtain potential Arbitrators with significant experience in the operation of comparable sports retired judge or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature a senior partner at one of the disputenationally recognized Delaware-based law firms. Barring extraordinary circumstances, an initial conference with the Arbitration Panel The arbitration award shall be scheduled to take place in New York, New York within thirty (30) days after the appointment of the third Arbitrator. At such conference, a schedule shall be established for such discovery, if any, as a majority of the Arbitration Panel deems appropriate in light of the nature of the dispute and the Parties’ desire to resolve disputes in a prompt and cost-effective manner, and the date of the Arbitration hearing shall be established by vote of a majority of the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days from the date of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place in New York, New York. Each Party irrevocably consents to the delivery of service of process with respect to any Arbitration in any manner permitted for the giving of notices under Section 20.04. The Arbitration Panel shall not have the authority to alter, change, amend, modify, waive, add to or delete from any provision of this Agreement. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained in the AAA rules to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, in any Arbitration under this Agreement. If the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees and expert witness fees incurred in connection with such frivolous claims or defenses. All provisions of this Agreement applicable to disputes generally shall apply to the Arbitration. All decisions by the Arbitration Panel shall be (i) decided by majority vote and (ii) final and binding on the Parties and parties. Judgment upon the award may be enforced entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. The costs of the arbitration shall be borne by the Company. Performance under this Agreement shall continue if reasonably possible during any arbitration proceedings. Notwithstanding the foregoing, the parties hereto may bring an action or special proceeding in any court of competent jurisdictionjurisdiction for the purpose of compelling a party to arbitrate and/or seeking temporary or preliminary relief in aid of an arbitration hereunder. (c) Notwithstanding Except as set forth in Section 9.2(b), each party agrees that it shall bring any provision action, suit, demand or proceeding (including counterclaims) in respect of any claim arising out of or related to this Agreement or the transactions contemplated hereby, exclusively in the United States District Court for the District of Delaware or any Delaware State court, in each case, sitting in the City of Wilmington, Delaware (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions contemplated hereby (i) irrevocably submits to the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution exclusive jurisdiction of the dispute notwithstanding Chosen Courts, (ii) waives any objection to laying venue in any such action, suit, demand or proceeding in the fact Chosen Courts, (iii) waives any objection that a court the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party and (iv) agrees that service of competent jurisdiction may have entered an order providing for injunctive process upon such party in any such action, suit, demand or other equitable reliefproceeding shall be effective if notice is given in accordance with Section 9.5. (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suitEACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, action or proceeding before any federal or state court located in the Borough of ManhattanSUIT, City of New York, each of the Parties voluntarily and irrevocably consents and DEMAND OR PROCEEDING (without waiving service of processINCLUDING COUNTERCLAIMS) submits to the personal jurisdiction and venue of the courts located in the Borough of Manhattan, City of New York that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring any such action or proceeding in any other forum, and waives the right to a trial by juryARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. (e) This Section 20.06 shall survive any termination or expiration of the Term.

Governing Law; Disputes. (a) This Agreement shall be governed by and construed in accordance with Section 5-1401 of the General Obligations Law of New York in all respects be construed, governed, applied and enforced under the internal laws of the State of New York without regard giving effect to its choice the principles of law provisions. (b) Any conflicts of laws and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York. Except as otherwise set forth in Article “19” of this Agreement, the parties agree that they shall be deemed to have agreed to binding arbitration with respect to the entire subject matter of any and all disputes relating to or arising under this AgreementAgreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement and that any such arbitration shall be submitted to, and resolved commenced exclusively and finally through, the following arbitration process (“Arbitration”). Except as set forth below, the Arbitration process shall be administered by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules in effect at the time the Dispute or Controversy is submitted to the AAA for Arbitration. The panel (the “Arbitration Panel”) will consist of three (3) neutral arbitrators (each, an “Arbitrator”) selected in accordance with applicable AAA procedures. In proposing a list of candidates for Arbitrators, AAA will take into account the Parties’ desire to obtain potential Arbitrators with significant experience in the operation of comparable sports or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature of the dispute. Barring extraordinary circumstances, an initial conference with the Arbitration Panel shall be scheduled to take place in New York, New York within thirty (30) days after the appointment of the third Arbitrator. At such conference, a schedule shall be established for such discovery, if any, as a majority of the Arbitration Panel deems appropriate in light of the nature of the dispute and the Parties’ desire to resolve disputes in a prompt and cost-effective manner, and the date of the Arbitration hearing shall be established by vote of a majority of the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days from the date of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place in New York, New York. Each Party irrevocably consents Any such arbitration shall be by a panel of three arbitrators and pursuant to the delivery commercial rules then existing of service the American Arbitration Association in the State of process with respect to any Arbitration New York, County of New York. In all arbitrations, judgment upon the arbitration award may be entered in any manner permitted for the giving of notices under Section 20.04court having jurisdiction. The Arbitration Panel shall not have parties specifically designate the authority to alter, change, amend, modify, waive, add to or delete from any provision of this Agreement. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained courts in the AAA rules to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, in any Arbitration under this Agreement. If the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees and expert witness fees incurred in connection with such frivolous claims or defenses. All provisions of this Agreement applicable to disputes generally shall apply to the Arbitration. All decisions by the Arbitration Panel shall be (i) decided by majority vote and (ii) final and binding on the Parties and may be enforced by any court of competent jurisdiction. (c) Notwithstanding any provision of this Agreement to the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable relief. (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suit, action or proceeding before any federal or state court located in the Borough of Manhattan, City of New York, each State of the Parties voluntarily New York as properly having jurisdiction for any proceeding to confirm and irrevocably consents enter judgment upon any such arbitration award. The parties hereby consent to and (without waiving service of process) submits submit to the personal exclusive jurisdiction and venue of the courts located in of the Borough of Manhattan, City State of New York in any action or proceeding and submit to personal jurisdiction over each of them by such courts. The parties hereby waive personal service of any and all process and specifically consent that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring in any such action or proceeding brought in the courts of the State of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph “C” of this Article “21” of this Agreement. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties agree, further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators’ determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen (15%) percent or more. For example, if the party initiating arbitration (“A”) seeks an award of one hundred thousand ($100,000) dollars plus costs and expenses, the other party (“B”) has offered A fifty thousand ($50,000) dollars in a legally binding written offer prior to the commencement of the arbitration proceeding, and the arbitration panel awards any amount less than fifty-seven thousand five hundred ($57,500) dollars to A, the panel should determine that B has “prevailed”. The arbitration panel shall have no power to award non-monetary or equitable relief of any sort. It shall also have no power to award (i) damages inconsistent with any applicable agreement between the parties or (ii) punitive damages or any other damages not measured by the prevailing party’s actual damages; and the parties expressly waive their right to obtain such damages in arbitration or in any other forum. In no event, and waives even if any other portion of these provisions is held invalid or unenforceable, shall the right arbitration panel have power to make an award or impose a trial remedy which could not be made or imposed by jury. (e) This Section 20.06 a court deciding the matter in the same jurisdiction. Discovery shall survive any termination or expiration be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the Termarbitration shall be treated as confidential. The parties and the arbitration panel may disclose the existence, content or results of the arbitration only as provided in the rules of the American Arbitration Association in New York, New York. Before making any such disclosure, a party shall give written notice to all other parties and shall afford such parties a reasonable opportunity to protect their interest.

Governing Law; Disputes. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its choice of law provisionsTHIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT OF LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. (b) Any disputes dispute, controversy or claim solely arising under this Agreementout of, relating to or in connection with the rights or obligations of the Class A Member vis-à-vis any of the Class B Members shall be submitted tofinally settled by arbitration. The arbitration shall take place in Wilmington, Delaware and resolved exclusively and finally through, be conducted in accordance with the following arbitration process (“Arbitration”). Except as set forth below, the Commercial Arbitration process shall be administered by Rules of the American Arbitration Association (the “AAA”) under the Commercial Arbitration Rules then in effect at (except as they may be modified by mutual agreement of the time Class A Member and the Dispute or Controversy is submitted to the AAA for Arbitrationaffected Class B Member). The panel (arbitration shall be conducted by three neutral, impartial and independent arbitrators, who shall be appointed by the “Arbitration Panel”) will consist AAA, at least one of three (3) neutral arbitrators (each, an “Arbitrator”) selected in accordance with applicable AAA procedures. In proposing whom shall be a list of candidates for Arbitrators, AAA will take into account the Parties’ desire to obtain potential Arbitrators with significant experience in the operation of comparable sports retired judge or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature a senior partner at one of the disputenationally recognized Delaware-based law firms. Barring extraordinary circumstances, an initial conference with the Arbitration Panel The arbitration award shall be scheduled to take place in New York, New York within thirty (30) days after the appointment of the third Arbitrator. At such conference, a schedule shall be established for such discovery, if any, as a majority of the Arbitration Panel deems appropriate in light of the nature of the dispute and the Parties’ desire to resolve disputes in a prompt and cost-effective manner, and the date of the Arbitration hearing shall be established by vote of a majority of the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days from the date of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place in New York, New York. Each Party irrevocably consents to the delivery of service of process with respect to any Arbitration in any manner permitted for the giving of notices under Section 20.04. The Arbitration Panel shall not have the authority to alter, change, amend, modify, waive, add to or delete from any provision of this Agreement. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained in the AAA rules to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, in any Arbitration under this Agreement. If the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees and expert witness fees incurred in connection with such frivolous claims or defenses. All provisions of this Agreement applicable to disputes generally shall apply to the Arbitration. All decisions by the Arbitration Panel shall be (i) decided by majority vote and (ii) final and binding on the Parties and parties. Judgment upon the award may be enforced entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. The costs of the arbitration shall be borne by the Company. Performance under this Agreement shall continue if reasonably possible during any arbitration proceedings. Notwithstanding the foregoing, the parties hereto may bring an action or special proceeding in any court of competent jurisdictionjurisdiction for the purpose of compelling a party to arbitrate and/or seeking temporary or preliminary relief in aid of an arbitration hereunder. (c) Notwithstanding Each party agrees that it shall bring any provision action, suit, demand or proceeding (including counterclaims) in respect of any claim arising out of or related to this Agreement or the transactions contemplated hereby, exclusively in the United States District Court for the District of Delaware or any Delaware State court, in each case, sitting in the City of Wilmington, Delaware (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions contemplated hereby (i) irrevocably submits to the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution exclusive jurisdiction of the dispute notwithstanding Chosen Courts, (ii) waives any objection to laying venue in any such action, suit, demand or proceeding in the fact Chosen Courts, (iii) waives any objection that a court the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party and (iv) agrees that service of competent jurisdiction may have entered an order providing for injunctive process upon such party in any such action, suit, demand or other equitable reliefproceeding shall be effective if notice is given in accordance with Section 9.5. (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suitEACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, action or proceeding before any federal or state court located in the Borough of ManhattanSUIT, City of New York, each of the Parties voluntarily and irrevocably consents and DEMAND OR PROCEEDING (without waiving service of processINCLUDING COUNTERCLAIMS) submits to the personal jurisdiction and venue of the courts located in the Borough of Manhattan, City of New York that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring any such action or proceeding in any other forum, and waives the right to a trial by juryARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. (e) This Section 20.06 shall survive any termination or expiration of the Term.

Governing Law; Disputes. (a) This Subdistribution Agreement shall be governed by and construed in accordance with Section 5-1401 of the General Obligations Law of New York in all respects be construed, governed, applied and enforced under the internal laws of the State of New York without regard giving effect to its choice the principles of law provisions. (b) Any conflicts of laws and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York. Except as otherwise set forth in Article “11” of this Subdistribution Agreement, the parties agree that they shall be deemed to have agreed to binding arbitration with respect to the entire subject matter of any and all disputes relating to or arising under this AgreementSubdistribution Agreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Subdistribution Agreement and that any such arbitration shall be submitted to, and resolved commenced exclusively and finally through, the following arbitration process (“Arbitration”). Except as set forth below, the Arbitration process shall be administered by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules in effect at the time the Dispute or Controversy is submitted to the AAA for Arbitration. The panel (the “Arbitration Panel”) will consist of three (3) neutral arbitrators (each, an “Arbitrator”) selected in accordance with applicable AAA procedures. In proposing a list of candidates for Arbitrators, AAA will take into account the Parties’ desire to obtain potential Arbitrators with significant experience in the operation of comparable sports or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature of the dispute. Barring extraordinary circumstances, an initial conference with the Arbitration Panel shall be scheduled to take place in New York, New York within thirty (30) days after the appointment of the third Arbitrator. At such conference, a schedule shall be established for such discovery, if any, as a majority of the Arbitration Panel deems appropriate in light of the nature of the dispute and the Parties’ desire to resolve disputes in a prompt and cost-effective manner, and the date of the Arbitration hearing shall be established by vote of a majority of the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days from the date of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place in New York, New York. Each Party irrevocably consents Any such arbitration shall be by a panel of three arbitrators and pursuant to the delivery commercial rules then existing of service the American Arbitration Association in the State of process with respect to any Arbitration New York, County of New York. In all arbitrations, judgment upon the arbitration award may be entered in any manner permitted for the giving of notices under Section 20.04court having jurisdiction. The Arbitration Panel shall not have parties specifically designate the authority to alter, change, amend, modify, waive, add to or delete from any provision of this Agreement. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained courts in the AAA rules to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, in any Arbitration under this Agreement. If the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees and expert witness fees incurred in connection with such frivolous claims or defenses. All provisions of this Agreement applicable to disputes generally shall apply to the Arbitration. All decisions by the Arbitration Panel shall be (i) decided by majority vote and (ii) final and binding on the Parties and may be enforced by any court of competent jurisdiction. (c) Notwithstanding any provision of this Agreement to the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable relief. (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suit, action or proceeding before any federal or state court located in the Borough of Manhattan, City of New York, each State of the Parties voluntarily New York as properly having jurisdiction for any proceeding to confirm and irrevocably consents enter judgment upon any such arbitration award. The parties hereby consent to and (without waiving service of process) submits submit to the personal exclusive jurisdiction and venue of the courts located in of the Borough of Manhattan, City State of New York in any action or proceeding and submit to personal jurisdiction over each of them by such courts. The parties hereby waive personal service of any and all process and specifically consent that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring in any such action or proceeding brought in the courts of the State of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph “C” of this Article “12” of this Subdistribution Agreement. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties agree, further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators’ determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen (15%) percent or more. For example, if the party initiating arbitration (“A”) seeks an award of one hundred thousand ($100,000) dollars plus costs and expenses, the other party (“B”) has offered A fifty thousand ($50,000) dollars in a legally binding written offer prior to the commencement of the arbitration proceeding, and the arbitration panel awards any amount less than fifty-seven thousand five hundred ($57,500) dollars to A, the panel should determine that B has “prevailed”. The arbitration panel shall have no power to award non-monetary or equitable relief of any sort. It shall also have no power to award (i) damages inconsistent with any applicable agreement between the parties or (ii) punitive damages or any other damages not measured by the prevailing party’s actual damages; and the parties expressly waive their right to obtain such damages in arbitration or in any other forum. In no event, and waives even if any other portion of these provisions is held invalid or unenforceable, shall the right arbitration panel have power to make an award or impose a trial remedy which could not be made or imposed by jury. (e) This Section 20.06 a court deciding the matter in the same jurisdiction. Discovery shall survive any termination or expiration be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the Termarbitration shall be treated as confidential. The parties and the arbitration panel may disclose the existence, content or results of the arbitration only as provided in the rules of the American Arbitration Association in New York, New York. Before making any such disclosure, a party shall give written notice to all other parties and shall afford such parties a reasonable opportunity to protect their interest.

Governing Law; Disputes. (a) This The Parties agree that this Agreement shall in all respects be governed by construed, governed, applied and construed enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without regard giving effect to its choice the principles of law provisions. (b) Any conflicts of law. The Parties agree that they shall be deemed to have agreed to binding arbitration with respect to the entire subject matter of any and all disputes relating to or arising under this AgreementAgreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement and that any such arbitration shall be submitted to, and resolved commenced exclusively and finally through, the following arbitration process (“Arbitration”). Except as set forth below, the Arbitration process shall be administered by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules in effect at the time the Dispute or Controversy is submitted to the AAA for Arbitration. The panel (the “Arbitration Panel”) will consist of three (3) neutral arbitrators (each, an “Arbitrator”) selected in accordance with applicable AAA procedures. In proposing a list of candidates for Arbitrators, AAA will take into account the Parties’ desire to obtain potential Arbitrators with significant experience in the operation of comparable sports or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature of the dispute. Barring extraordinary circumstances, an initial conference with the Arbitration Panel shall be scheduled to take place in New York, New York within thirty (30) days after the appointment of the third Arbitrator. At such conference, a schedule shall be established for such discovery, if any, as a majority of the Arbitration Panel deems appropriate in light of the nature of the dispute and the Parties’ desire to resolve disputes in a prompt and cost-effective manner, and the date of the Arbitration hearing shall be established by vote of a majority of the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days from the date of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place in New York, New York. Each Party irrevocably consents Any such arbitration shall be by a panel of three arbitrators and (x) pursuant to the delivery commercial rules then existing of service the American Arbitration Association in the State of process with respect New York, County of New York, if commenced by the Company, and (y) pursuant to any the commercial rules then existing of the American Arbitration Association in the State of Texas, if commenced by the Consultant. In all arbitrations, judgment upon the arbitration award may be entered in any manner permitted for the giving of notices under Section 20.04court having jurisdiction. The Arbitration Panel shall not have Parties specifically and exclusively designate the authority to alter, change, amend, modify, waive, add to or delete from any provision of this Agreement. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained courts in the AAA rules to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, in any Arbitration under this Agreement. If the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees and expert witness fees incurred in connection with such frivolous claims or defenses. All provisions of this Agreement applicable to disputes generally shall apply to the Arbitration. All decisions by the Arbitration Panel shall be (i) decided by majority vote and (ii) final and binding on the Parties and may be enforced by any court of competent jurisdiction. (c) Notwithstanding any provision of this Agreement to the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable relief. (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suit, action or proceeding before any federal or state court located in the Borough of Manhattan, City of New York, each State of New York. If the arbitration was commenced by the Company, the Parties voluntarily hereby consent to and irrevocably consents and (without waiving service of process) submits submit to the personal exclusive jurisdiction and venue of the courts located in of the Borough of Manhattan, City State of New York in any action or proceeding and submit to personal jurisdiction over each of them by such courts with respect to the confirmation and entry of judgment of any arbitration award. If the arbitration was commenced by the Consultant, the Parties hereby consent to and submit to the exclusive jurisdiction of the courts of the State of Texas in any action or proceeding and submit to personal jurisdiction over each of them by such courts with respect to the confirmation and entry of judgment of any arbitration award. The Parties hereby waive personal service of any and all process and specifically consent that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring in any such action or proceeding brought in the courts of the State of New York with respect to an arbitration commenced by the Company, or the State of Texas with respect to an arbitration commenced by the Consultant, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph “(C)” of this Article “11” of this Agreement. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The Parties agree, further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators’ determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen percent (15%) or more. For example, if the party initiating arbitration (“A”) seeks an award of $100,000 plus costs and expenses, the other party (“B”) has offered A $50,000 in a legally binding written offer prior to the commencement of the arbitration proceeding, and the arbitration panel awards any amount less than $57,500 to A, the panel should determine that B has “prevailed”. The arbitration panel shall have no power to award non-monetary or equitable relief of any sort. It shall also have no power to award (i) damages inconsistent with any applicable agreement between the parties or (ii) punitive damages or any other damages not measured by the prevailing party’s actual damages; and the parties expressly waive their right to obtain such damages in arbitration or in any other forum. In no event, and waives even if any other portion of these provisions is held invalid or unenforceable, shall the right arbitration panel have power to make an award or impose a trial remedy which could not be made or imposed by jury. (e) This Section 20.06 a court deciding the matter in the same jurisdiction. Discovery shall survive any termination or expiration be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the Termarbitration shall be treated as confidential. The Parties and the arbitration panel may disclose the existence, content or results of the arbitration only as provided in the rules of the American Arbitration Association in New York, New York.

Governing Law; Disputes. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard law will govern the interpretation and enforcement of this Agreement and Orders under it; however, the Federal Arbitration Act will govern all issues of arbitrability. In the event of a claim, controversy, or dispute arising out of or related to its choice of law provisions. (b) Any disputes arising under this Agreement, shall be submitted toan Order or the Teradata Cloud Service or other service, each party agrees to give the other prompt notice of such, and both agree to meet and confer promptly to engage in good faith discussions to try to resolve the matter. Any such controversy, claim or dispute which is not resolved exclusively and finally through, through the following arbitration process (“Arbitration”). Except as procedure set forth below, above within 30 days will be resolved by arbitration before a sole mutually-agreeable arbitrator who is an attorney with experience in cloud computing under the then-current Commercial Arbitration process shall be administered by Rules of the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules in effect at the time the Dispute Association. The duty and right to arbitrate will extend to any employee, officer, director, shareholder, agent, affiliate, supplier, or Controversy is submitted contractor of a party to the AAA extent such right or duty arises through a party or is related to this Agreement, an Order and/or the Teradata Cloud Service or other service. There shall be no right or authority for Arbitrationany claims to be arbitrated as a class member in any purported class or representative proceeding. The panel (decision and award of the “Arbitration Panel”) arbitrator will consist be final and binding, and the award rendered may be entered in any court having jurisdiction thereof. The arbitrator is directed to hear and decide potentially-dispositive motions in advance of three (3) neutral arbitrators (each, an “Arbitrator”) selected in accordance with the hearing-on-the-merits by applying the applicable AAA procedureslaw to uncontested facts and documents. In proposing a list of candidates for Arbitrators, AAA The arbitration will take into account the Parties’ desire to obtain potential Arbitrators with significant experience be held in the operation of comparable sports or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature United States headquarters city of the disputeparty not initiating the claim. Barring extraordinary circumstances, an initial conference with Except to the Arbitration Panel shall be scheduled to take place in New York, New York within thirty (30) days after the appointment of the third Arbitrator. At such conference, a schedule shall be established for such discoveryextent, if any, as a majority of elected in writing by the Arbitration Panel deems appropriate in light of claiming party, the nature of the dispute and the Parties’ desire obligation to resolve disputes in a prompt and cost-effective manner, and the date of the Arbitration hearing shall be established by vote arbitrate hereunder will not apply to claims for misuse or infringement of a majority party’s intellectual property; and, a claiming party may seek an injunction in court to prevent misuse or infringement of its intellectual property pending the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days from the date appointment of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place in New York, New York. Each Party irrevocably consents to the delivery of service of process with respect to any Arbitration in any manner permitted for the giving of notices under Section 20.04an arbitrator. The Arbitration Panel shall not have arbitrator will enforce the authority to alter, change, amend, modify, waive, add to or delete from any provision of this Agreement. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained in the AAA rules to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, in any Arbitration under this Agreement. If the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees and expert witness fees incurred in connection with such frivolous claims or defenses. All provisions terms of this Agreement and the order(s) at issue and will have no authority to award any damages in excess of the limitations and exclusions set forth in this Agreement or in an applicable to disputes generally shall apply order. Neither party may bring a claim more than 2 years after the underlying cause of action first accrues or the party bringing the claim, using reasonable care, first discovers or should have discovered the underlying facts giving rise to the Arbitration. All decisions by the Arbitration Panel shall be (i) decided by majority vote and (ii) final and binding on the Parties and may be enforced by any court of competent jurisdictionclaim, whichever is later. (c) Notwithstanding any provision of this Agreement to the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable relief. (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suit, action or proceeding before any federal or state court located in the Borough of Manhattan, City of New York, each of the Parties voluntarily and irrevocably consents and (without waiving service of process) submits to the personal jurisdiction and venue of the courts located in the Borough of Manhattan, City of New York that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring any such action or proceeding in any other forum, and waives the right to a trial by jury. (e) This Section 20.06 shall survive any termination or expiration of the Term.

Governing Law; Disputes. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its choice of law provisionsTHIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT OF LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. (b) Any disputes dispute, controversy or claim solely arising under this Agreementout of, relating to or in connection with the rights or obligations of any of the Series B Members vis-à-vis any of the Series A-1 Members (including pursuant to Sections 3.3, 4.3 and 4.4 hereof) shall be submitted tofinally settled by arbitration. The arbitration shall take place in Wilmington, Delaware and resolved exclusively and finally through, be conducted in accordance with the following arbitration process (“Arbitration”). Except as set forth below, the Commercial Arbitration process shall be administered by Rules of the American Arbitration Association (the “AAA”) under the Commercial Arbitration Rules then in effect at (except as they may be modified by mutual agreement of the time Series A-1 Members and the Dispute or Controversy is submitted to the AAA for Arbitrationaffected Series B Member). The panel (arbitration shall be conducted by three neutral, impartial and independent arbitrators, who shall be appointed by the “Arbitration Panel”) will consist AAA, at least one of three (3) neutral arbitrators (each, an “Arbitrator”) selected in accordance with applicable AAA procedures. In proposing whom shall be a list of candidates for Arbitrators, AAA will take into account the Parties’ desire to obtain potential Arbitrators with significant experience in the operation of comparable sports retired judge or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature a senior partner at one of the disputenationally recognized Delaware-based law firms. Barring extraordinary circumstances, an initial conference with the Arbitration Panel The arbitration award shall be scheduled to take place in New York, New York within thirty (30) days after the appointment of the third Arbitrator. At such conference, a schedule shall be established for such discovery, if any, as a majority of the Arbitration Panel deems appropriate in light of the nature of the dispute and the Parties’ desire to resolve disputes in a prompt and cost-effective manner, and the date of the Arbitration hearing shall be established by vote of a majority of the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days from the date of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place in New York, New York. Each Party irrevocably consents to the delivery of service of process with respect to any Arbitration in any manner permitted for the giving of notices under Section 20.04. The Arbitration Panel shall not have the authority to alter, change, amend, modify, waive, add to or delete from any provision of this Agreement. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained in the AAA rules to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, in any Arbitration under this Agreement. If the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees and expert witness fees incurred in connection with such frivolous claims or defenses. All provisions of this Agreement applicable to disputes generally shall apply to the Arbitration. All decisions by the Arbitration Panel shall be (i) decided by majority vote and (ii) final and binding on the Parties and parties. Judgment upon the award may be enforced entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. The costs of the arbitration shall be borne by the Company. Performance under this Agreement shall continue if reasonably possible during any arbitration proceedings. Notwithstanding the foregoing, the parties hereto may bring an action or special proceeding in any court of competent jurisdictionjurisdiction for the purpose of compelling a party to arbitrate and/or seeking temporary or preliminary relief in aid of an arbitration hereunder. (c) Notwithstanding Except as expressly set forth in Section 9.2(b), each party agrees that it shall bring any provision action, suit, demand or proceeding (including counterclaims) in respect of any claim arising out of or related to this Agreement or the transactions contemplated hereby, exclusively in the United States District Court for the District of Delaware or any Delaware State court, in each case, sitting in the City of Wilmington, Delaware (the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions contemplated hereby (i) irrevocably submits to the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution exclusive jurisdiction of the dispute notwithstanding Chosen Courts, (ii) waives any objection to laying venue in any such action, suit, demand or proceeding in the fact Chosen Courts, (iii) waives any objection that a court the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party and (iv) agrees that service of competent jurisdiction may have entered an order providing for injunctive process upon such party in any such action, suit, demand or other equitable reliefproceeding shall be effective if notice is given in accordance with Section 9.5. (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suitEACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, action or proceeding before any federal or state court located in the Borough of ManhattanSUIT, City of New York, each of the Parties voluntarily and irrevocably consents and DEMAND OR PROCEEDING (without waiving service of processINCLUDING COUNTERCLAIMS) submits to the personal jurisdiction and venue of the courts located in the Borough of Manhattan, City of New York that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring any such action or proceeding in any other forum, and waives the right to a trial by juryARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. (e) This Section 20.06 shall survive any termination or expiration of the Term.

Governing Law; Disputes. (a) This Agreement shall be governed by and construed in accordance with Section 5-1401 of the General Obligations Law of New York in all respects be construed, governed, applied and enforced under the internal laws of the State of New York without regard giving effect to its choice the principles of law provisions. (b) Any disputes arising under conflicts of laws and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York. Except as otherwise provided in Article “22” of this Agreement, the parties agree that they shall be submitted to, and resolved exclusively and finally through, the following deemed to have agreed to binding arbitration process (“Arbitration”). Except as set forth below, the Arbitration process shall be administered by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules in effect at the time the Dispute or Controversy is submitted to the AAA for Arbitration. The panel (the “Arbitration Panel”) will consist of three (3) neutral arbitrators (each, an “Arbitrator”) selected in accordance with applicable AAA procedures. In proposing a list of candidates for Arbitrators, AAA will take into account the Parties’ desire to obtain potential Arbitrators with significant experience in the operation of comparable sports or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature of the dispute. Barring extraordinary circumstances, an initial conference with the Arbitration Panel shall be scheduled to take place solely in New York, New York within thirty (30) days after York, with respect to the appointment entire subject matter of any and all disputes relating to or arising under this Agreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement. Any such arbitration shall be by a panel of three arbitrators and pursuant to the commercial rules then existing of the third ArbitratorAmerican Arbitration Association in the State of New York, County of New York. At In all arbitrations, judgment upon the arbitration award may be entered in any court having jurisdiction. The parties agree, further, that the prevailing party in any such conference, a schedule arbitration as determined by the arbitrators shall be established for entitled to such discoverycosts and attorney's fees, if any, in connection with such arbitration as a majority may be awarded by the arbitrators. In connection with the arbitrators’ determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the Arbitration Panel deems appropriate in light of factors and circumstances including, without limitation, the nature of the dispute relief sought, and the Parties’ desire to resolve disputes in a prompt and cost-effective mannerby whom, and the date relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the Arbitration hearing arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen (15%) percent or more. For example, if the party initiating arbitration (“A”) seeks an award of one hundred thousand ($100,000) dollars plus costs and expenses, the other party (“B”) has offered A fifty thousand ($50,000) dollars in a legally binding written offer prior to the commencement of the arbitration proceeding, and the arbitration panel awards any amount less than fifty-seven thousand five hundred ($57,500) dollars to A, the panel should determine that B has “prevailed”. The parties specifically designate the courts in the City of New York, State of New York as properly having jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to personal jurisdiction over each of them solely by the courts of the State of New York in any action or proceeding, waive personal service of any and all process and specifically consent that in any such action or proceeding in the courts of the State of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph “C” of this Article “24” of this Agreement. The arbitration panel shall have no power to award non-monetary or equitable relief of any sort. It shall also have no power to award (i) damages inconsistent with any applicable agreement between the parties or (ii) punitive damages or any other damages not measured by the prevailing party’s actual damages; and the parties expressly waive their right to obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy which could not be made or imposed by a court deciding the matter in the same jurisdiction. Discovery shall be established permitted in connection with the arbitration only to the extent, if any, expressly authorized by vote the arbitration panel upon a showing of a majority substantial need by the party seeking discovery. All aspects of the Arbitration Panelarbitration shall be treated as confidential. Barring extraordinary circumstancesThe parties and the arbitration panel may disclose the existence, the award will be rendered no later than fourteen (14) days from the date content or results of the conclusion arbitration only as provided in the rules of the hearing. Unless the Parties otherwise agree, the American Arbitration shall take place Association in New York, New York. Each Party irrevocably consents to the delivery of service of process with respect to any Arbitration in any manner permitted for the giving of notices under Section 20.04. The Arbitration Panel shall not have the authority to alter, change, amend, modify, waive, add to or delete from any provision of this Agreement. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained in the AAA rules to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, in any Arbitration under this Agreement. If the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees and expert witness fees incurred in connection with such frivolous claims or defenses. All provisions of this Agreement applicable to disputes generally shall apply to the Arbitration. All decisions by the Arbitration Panel shall be (i) decided by majority vote and (ii) final and binding on the Parties and may be enforced by any court of competent jurisdiction. (c) Notwithstanding any provision of this Agreement to the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable relief. (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suit, action or proceeding before any federal or state court located in the Borough of Manhattan, City of New York, each of the Parties voluntarily and irrevocably consents and (without waiving service of process) submits to the personal jurisdiction and venue of the courts located in the Borough of Manhattan, City of New York that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring Before making any such action or proceeding in any disclosure, a party shall give written notice to all other forum, parties and waives the right shall afford such parties a reasonable opportunity to a trial by juryprotect their interest. (e) This Section 20.06 shall survive any termination or expiration of the Term.

Governing Law; Disputes. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York, but excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods and excluding New York without regard law with respect to conflicts of law. Each Party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a Party hereto or its choice of law provisions. (brespective Affiliates, directors, officers, shareholders, employees or agents) Any disputes arising under this Agreement, shall be submitted to, and resolved commenced exclusively and finally through, the following arbitration process (“Arbitration”). Except as set forth below, the Arbitration process shall be administered by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules in effect at the time the Dispute or Controversy is submitted to the AAA for Arbitration. The panel (the “Arbitration Panel”) will consist of three (3) neutral arbitrators (each, an “Arbitrator”) selected in accordance with applicable AAA procedures. In proposing a list of candidates for Arbitrators, AAA will take into account the Parties’ desire to obtain potential Arbitrators with significant experience in the operation of comparable sports or entertainment facilities or state and federal courts sitting in the entertainment and sports business generally, or with specific experience regarding the nature City of the dispute. Barring extraordinary circumstances, an initial conference with the Arbitration Panel shall be scheduled to take place in New York, New York within thirty (30) days after the appointment of the third Arbitrator. At such conference, a schedule shall be established for such discovery, if any, as a majority of the Arbitration Panel deems appropriate in light of the nature of the dispute and the Parties’ desire to resolve disputes in a prompt and cost-effective manner, and the date of the Arbitration hearing shall be established by vote of a majority of the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days from the date of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place in New York, New York, borough of Manhattan. Each Party hereby irrevocably consents submits to the delivery exclusive jurisdiction of service of process with respect to any Arbitration in any manner permitted for the giving of notices under Section 20.04. The Arbitration Panel shall not have the authority to alter, change, amend, modify, waive, add to or delete from any provision of this Agreement. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact state and that could result in conflicting awards or obligations, such proceedings shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained federal courts sitting in the AAA rules to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, in any Arbitration under this Agreement. If the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees and expert witness fees incurred in connection with such frivolous claims or defenses. All provisions of this Agreement applicable to disputes generally shall apply to the Arbitration. All decisions by the Arbitration Panel shall be (i) decided by majority vote and (ii) final and binding on the Parties and may be enforced by any court of competent jurisdiction. (c) Notwithstanding any provision of this Agreement to the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable relief. (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suit, action or proceeding before any federal or state court located in the Borough of Manhattan, City of New York, each of the Parties voluntarily and irrevocably consents and (without waiving service of process) submits to the personal jurisdiction and venue of the courts located in the Borough New York, borough of Manhattan, City for the adjudication of New York that have subject matter jurisdictionany dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including any order placed or purchase agreement executed hereunder), waives all objections as and hereby irrevocably waives, and agrees not to venue and assert in any suit, action or proceeding, any claim that it is not personally subject to such the jurisdiction or to seek a change of venue, agrees not to bring any such court, that such suit, action or proceeding is improper or is an 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 such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other forum, and waives the right to a trial manner permitted by juryapplicable Law. (eb) This Section 20.06 shall survive any termination or expiration of the TermIN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

Governing Law; Disputes. (a) ​​​​​​​ This Agreement and the legal relations between the parties hereto shall be governed by and construed in accordance with the laws of the State of New York Delaware, without regard to its choice the conflict of law provisionslaws rules thereof. (b) Any disputes ​​​​​​​ The Parties agree that any other dispute, claim or disagreement arising under out of or relating to this Agreement or the transactions contemplated by this Agreement, shall be submitted toincluding the negotiation, and resolved exclusively and finally throughexecution, interpretation, performance or non-performance of this Agreement, the following arbitration process (“Arbitration”). Except as set forth belowparties shall first submit the dispute, the Arbitration process shall be claim or disagreement to non-binding mediation administered by the American Arbitration Association (the “AAA”) under in accordance with its Commercial Mediation Procedures. The place of mediation shall be Pinellas County or Hillsborough County, Florida. If the dispute, claim or disagreement is not resolved within 30 days after the initial mediation meeting among the parties and the mediator, or if the mediation is otherwise terminated, then either party may submit the dispute, claim or disagreement to binding arbitration administered by the AAA in accordance with the provisions of its Commercial Arbitration Rules in effect at the time the Dispute or Controversy is submitted to the AAA for Arbitration. The panel (the “Arbitration PanelRules”) will consist and, except as provided below, such arbitration shall be the sole means of dispute resolution. The place of arbitration shall be Dallas, Texas. The arbitration shall be conducted by a panel of three (3) neutral arbitrators (each, an “Arbitrator”) selected in accordance with applicable AAA proceduresthe Rules, unless the parties otherwise agree to one arbitrator or the amount in dispute is less than $250,000 in which case one arbitrator will be selected. In proposing Any mediator or arbitrator selected under this Section 10.5(b) shall be a list of candidates for Arbitrators, AAA will take into account the Parties’ desire to obtain potential Arbitrators practicing corporate attorney with significant experience in the operation of comparable sports or entertainment facilities or in the entertainment commercial agreements and sports business generally, or with specific experience regarding the nature of the dispute. Barring extraordinary circumstances, an initial conference with the Arbitration Panel shall be scheduled to take place in New York, New York within thirty (30) days after the appointment of the third Arbitrator. At such conference, a schedule shall be established for such discovery, if any, as a majority of the Arbitration Panel deems appropriate in light of the nature of the dispute acquisitions and the Parties’ desire to resolve disputes in a prompt and cost-effective manner, and the date of the Arbitration hearing shall be established by vote of a majority of the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days from the date of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place in New York, New York. Each Party irrevocably consents to the delivery of service of process with respect to any Arbitration in any manner permitted for the giving of notices under Section 20.04. The Arbitration Panel shall not have been employed or engaged by or affiliated with either of the authority to alter, change, amend, modify, waive, add to parties or delete from any provision of this Agreementtheir respective Affiliates. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings Each party shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained in the AAA rules to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall initially bear the cost of its own legal representation costs and expert witness expenses in connection with any mediation or arbitration hereunder, including, without limitation, its attorneys’ fees, as well as its and an equal share of the mediator’s or arbitrator’s and administrative fees and costs payable to of mediation or arbitration. The decision of the AAA and the Arbitrators, in any Arbitration under this Agreement. If the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel arbitrators shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion in writing but without any statement of the other Party’s legal fees reasoning therefore, and expert witness fees shall include a determination of responsibility for all costs and expenses incurred in connection with such frivolous claims or defenses. All provisions of this Agreement applicable to disputes generally shall apply to the Arbitration. All decisions by the Arbitration Panel shall be (i) decided by majority vote and (ii) final and binding on the Parties and prevailing party. Judgment upon an arbitration award may be enforced by entered in any court of competent jurisdiction. (cjurisdiction and shall be final, binding and non-appealable. Notwithstanding anything in this Section 10.5(b) Notwithstanding any provision of this Agreement to the contrary, each Party may party shall be entitled to seek injunctive or other equitable relief (but not a declaratory judgment) from a court without first submitting the matter to mediation or arbitration in accordance with the provisions of law, as described in this Section 20.06(d10.5(b), even if a similar or related matter has already been referred to mediation or arbitration in accordance with respect the terms of this Section 10.5(b). Venue for any action permitted to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable relief. (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suit, action or proceeding before any in court under this Section 10.5(b) shall be the appropriate state and federal or state court located in the Borough of Manhattan, City of New York, each of the Parties voluntarily and irrevocably consents and (without waiving service of process) submits to the personal jurisdiction and venue of the courts located in the Borough of Manhattan, City of New York that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring any such action or proceeding in any other forum, and waives the right to a trial by juryDelaware. (e) This Section 20.06 shall survive any termination or expiration of the Term.

Governing Law; Disputes. (a) This The Parties agree that this Agreement shall in all respects be governed by construed, governed, applied and construed enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without regard giving effect to its choice the principles of law provisions. (b) Any conflicts of law. The Parties agree that they shall be deemed to have agreed to binding arbitration with respect to the entire subject matter of any and all disputes relating to or arising under this AgreementAgreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement and that any such arbitration shall be submitted to, and resolved commenced exclusively and finally through, the following arbitration process (“Arbitration”). Except as set forth below, the Arbitration process shall be administered by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules in effect at the time the Dispute or Controversy is submitted to the AAA for Arbitration. The panel (the “Arbitration Panel”) will consist of three (3) neutral arbitrators (each, an “Arbitrator”) selected in accordance with applicable AAA procedures. In proposing a list of candidates for Arbitrators, AAA will take into account the Parties’ desire to obtain potential Arbitrators with significant experience in the operation of comparable sports or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature of the dispute. Barring extraordinary circumstances, an initial conference with the Arbitration Panel shall be scheduled to take place in New York, New York within thirty (30) days after the appointment of the third Arbitrator. At such conference, a schedule shall be established for such discovery, if any, as a majority of the Arbitration Panel deems appropriate in light of the nature of the dispute and the Parties’ desire to resolve disputes in a prompt and cost-effective manner, and the date of the Arbitration hearing shall be established by vote of a majority of the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days from the date of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place in New York, New York. Each Party irrevocably consents Any such arbitration shall be by a panel of three arbitrators and (x) pursuant to the delivery commercial rules then existing of service the American Arbitration Association in the State of process with respect New York, County of New York, if commenced by the Guarantor or the Company and (y) pursuant to any the commercial rules then existing of the American Arbitration Association in the State of Texas, if commenced by the Consultant. In all arbitrations, judgment upon the arbitration award may be entered in any manner permitted for the giving of notices under Section 20.04court having jurisdiction. The Arbitration Panel shall not have Parties specifically and exclusively designate the authority to alter, change, amend, modify, waive, add to or delete from any provision of this Agreement. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained courts in the AAA rules to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, in any Arbitration under this Agreement. If the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees and expert witness fees incurred in connection with such frivolous claims or defenses. All provisions of this Agreement applicable to disputes generally shall apply to the Arbitration. All decisions by the Arbitration Panel shall be (i) decided by majority vote and (ii) final and binding on the Parties and may be enforced by any court of competent jurisdiction. (c) Notwithstanding any provision of this Agreement to the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable relief. (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suit, action or proceeding before any federal or state court located in the Borough of Manhattan, City of New York, each State of New York as properly having jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. If the arbitration was commenced by the Guarantor or the Company, the Parties voluntarily hereby consent to and irrevocably consents and (without waiving service of process) submits submit to the personal exclusive jurisdiction and venue of the courts located in of the Borough of Manhattan, City State of New York in any action or proceeding and submit to personal jurisdiction over each of them by such courts with respect to the confirmation and entry of judgment of any arbitration award. If the arbitration was commenced by the Consultant the Parties hereby consent to and submit to the exclusive jurisdiction of the courts of the State of Texas in any action or proceeding and submit to personal jurisdiction over each of them by such courts with respect to the confirmation and entry of judgment of any arbitration award. The Parties hereby waive personal service of any and all process and specifically consent that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring in any such action or proceeding brought in the courts of the State of New York with respect to an arbitration commenced by the Guarantor or the Company, or the State of Texas with respect to an arbitration commenced by the Consultant, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph “(C)” of this Article “9” of this Agreement. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The Parties agree, further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators’ determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen percent (15%) or more. For example, if the party initiating arbitration (“A”) seeks an award of $100,000 plus costs and expenses, the other party (“B”) has offered A $50,000 in a legally binding written offer prior to the commencement of the arbitration proceeding, and the arbitration panel awards any amount less than $57,500 to A, the panel should determine that B has “prevailed”. The arbitration panel shall have no power to award non-monetary or equitable relief of any sort. It shall also have no power to award (i) damages inconsistent with any applicable agreement between the parties or (ii) punitive damages or any other damages not measured by the prevailing party’s actual damages; and the parties expressly waive their right to obtain such damages in arbitration or in any other forum. In no event, and waives even if any other portion of these provisions is held invalid or unenforceable, shall the right arbitration panel have power to make an award or impose a trial remedy which could not be made or imposed by jury. (e) This Section 20.06 a court deciding the matter in the same jurisdiction. Discovery shall survive any termination or expiration be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the Termarbitration shall be treated as confidential. The Parties and the arbitration panel may disclose the existence, content or results of the arbitration only as provided in the rules of the American Arbitration Association in New York, New York if an arbitration is commenced by the Guarantor or the Company. Before making any such disclosure, a party shall give written notice to all other parties and shall afford such parties a reasonable opportunity to protect their interest.

Governing Law; Disputes. (a) This Agreement shall be governed by and construed in accordance with and construed, governed, applied and enforced under the internal laws of the State of New York without regard giving effect to its choice the principles of conflicts of laws and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York. The parties agree that they shall be deemed to have agreed to binding arbitration with respect to the entire subject matter of any and all disputes, claims, or causes of action, in law provisions. (b) Any or equity, arising from or relating to this Agreement including, but not limited to, the specific matters or disputes arising under as to which arbitration has been expressly provided for by other provisions of this Agreement, shall will be submitted toresolved, and resolved exclusively and finally through, the following arbitration process (“Arbitration”). Except as set forth below, the Arbitration process shall be administered by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules in effect at the time the Dispute or Controversy is submitted to the AAA for Arbitration. The panel (fullest extent permitted by law, by final, binding and confidential arbitration pursuant to the “Federal Arbitration Panel”) will consist of three (3) neutral arbitrators (each, an “Arbitrator”) selected in accordance with applicable AAA procedures. In proposing a list of candidates for Arbitrators, AAA will take into account the Parties’ desire to obtain potential Arbitrators with significant experience in the operation of comparable sports or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature of the dispute. Barring extraordinary circumstances, an initial conference with the Arbitration Panel shall be scheduled to take place Act in New York, New York within thirty conducted by the Judicial Arbitration and Mediation Services, Inc. (30“JAMS”), or its successors, under the then current rules of JAMS; provided that the arbitrator shall: (a) days after have the appointment of authority to compel adequate discovery for the third Arbitrator. At such conference, a schedule shall be established for such discovery, if any, as a majority of the Arbitration Panel deems appropriate in light of the nature resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written arbitration decision including the Parties’ desire to resolve disputes in arbitrator’s essential findings and conclusions and a prompt and cost-effective manner, and the date statement of the Arbitration hearing award. accordingly, the parties hereby waive any right to a jury trial. The arbitrator shall be established by vote of a majority have the discretion to award attorney’s fees to the party the arbitrator determines is the prevailing party in the arbitration. Each party hereby irrevocably submits to the exclusive jurisdiction of the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days from the date of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place in New York, New York. Each Party irrevocably consents to the delivery of service of process with respect to any Arbitration in any manner permitted for the giving of notices under Section 20.04. The Arbitration Panel shall not have the authority to alter, change, amend, modify, waive, add to or delete from any provision of this Agreement. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact state and that could result in conflicting awards or obligations, such proceedings shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained federal courts sitting in the AAA rules to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, in any Arbitration under this Agreement. If the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees and expert witness fees incurred in connection with such frivolous claims or defenses. All provisions of this Agreement applicable to disputes generally shall apply to the Arbitration. All decisions by the Arbitration Panel shall be (i) decided by majority vote and (ii) final and binding on the Parties and may be enforced by any court of competent jurisdiction. (c) Notwithstanding any provision of this Agreement to the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable relief. (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suit, action or proceeding before any federal or state court located in the Borough of Manhattan, City of New York, each borough of Manhattan for the Parties voluntarily and irrevocably consents and adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (without waiving service of process) submits including with respect to the personal jurisdiction enforcement of this Agreement), and venue of the courts located hereby irrevocably waives, and agrees not to assert in the Borough of Manhattanany suit, City of New York that have subject matter jurisdictionaction or proceeding, waives all objections as to venue and any claim that it is not personally subject to such the jurisdiction or to seek a change of venue, agrees not to bring any such court, that such suit, action or proceeding is improper or based upon forum non conveniens 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 such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. THE PARTIES HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY. The parties agree, further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and attorney’s fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators’ determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen percent (15%) or more. For example, if the party initiating arbitration (“A”) seeks an award of $100,000 plus costs and expenses, the other party (“B”) has offered A $50,000 in a legally binding written offer prior to the commencement of the arbitration proceeding, and the arbitration panel awards any amount less than $57,500 to A, the panel should determine that B has “prevailed”. The arbitration panel shall have no power to award non-monetary or equitable relief of any sort. It shall also have no power to award (i) damages inconsistent with any applicable agreement between the parties or (ii) punitive damages or any other damages not measured by the prevailing party’s actual damages; and the parties expressly waive their right to obtain such damages in arbitration or in any other forum. In no event, and waives even if any other portion of these provisions is held invalid or unenforceable, shall the right arbitration panel have power to make an award or impose a trial remedy which could not be made or imposed by jury. (e) This Section 20.06 a court deciding the matter in the same jurisdiction. Discovery shall survive any termination or expiration be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the Termarbitration shall be treated as confidential. The parties and the arbitration panel may disclose the existence, content or results of the arbitration only as provided in the rules of the American Arbitration Association. Before making any such disclosure, a party shall give written notice to all other parties and shall afford such parties a reasonable opportunity to protect their interest.

Governing Law; Disputes. (a) This Agreement shall be governed by and construed in accordance with Section 5-1401 of the General Obligations Law of New York in all respects be construed, governed, applied and enforced under the internal laws of the State of New York and the Corporate law of Delaware without giving effect to the principles of conflicts of laws and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York without regard to its choice York. Except as otherwise provided in this Article "21" of law provisions. (b) Any disputes arising under this Agreement, the parties agree that they shall be submitted to, and resolved exclusively and finally through, the following deemed to have agreed to binding arbitration process (“Arbitration”). Except as set forth below, the Arbitration process shall be administered by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules in effect at the time the Dispute or Controversy is submitted to the AAA for Arbitration. The panel (the “Arbitration Panel”) will consist of three (3) neutral arbitrators (each, an “Arbitrator”) selected in accordance with applicable AAA procedures. In proposing a list of candidates for Arbitrators, AAA will take into account the Parties’ desire to obtain potential Arbitrators with significant experience in the operation of comparable sports or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature of the dispute. Barring extraordinary circumstances, an initial conference with the Arbitration Panel shall be scheduled to take place in New York, New York within thirty (30) days after the appointment of the third Arbitrator. At such conference, a schedule shall be established for such discovery, if any, as a majority of the Arbitration Panel deems appropriate in light of the nature of the dispute and the Parties’ desire to resolve disputes in a prompt and cost-effective manner, and the date of the Arbitration hearing shall be established by vote of a majority of the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days from the date of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place in New York, New York. Each Party irrevocably consents to the delivery of service of process , with respect to the entire subject matter of any Arbitration in any manner permitted for the giving of notices under Section 20.04. The Arbitration Panel shall not have the authority to alter, change, amend, modify, waive, add and all disputes relating to or delete from any provision arising under this Agreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement. If the Parties initiate multiple Any such arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings shall be consolidated into by a single arbitral proceeding. Notwithstanding anything contained panel of three arbitrators and pursuant to the commercial rules then existing of the American Arbitration Association in the AAA rules to State of New York, County of New York. In all arbitrations, judgment upon the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, arbitration award may be entered in any Arbitration under this Agreementcourt having jurisdiction. If The parties agree, further, that the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, prevailing party in any such arbitration as determined by the Arbitration Panel arbitrators shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees costs and expert witness fees incurred attorney's fees, if any, in connection with such frivolous claims arbitration as may be awarded by the arbitrators. In connection with the arbitrators' determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen percent (15%) or defensesmore. All provisions For example, if the party initiating arbitration ("A") seeks an award of this Agreement applicable to disputes generally shall apply $100,000 plus costs and expenses, the other party ("B") has offered A $50,000 in a legally binding written offer prior to the Arbitration. All decisions by commencement of the Arbitration Panel shall be (i) decided by majority vote arbitration proceeding, and (ii) final and binding on the Parties and may be enforced by arbitration panel awards any court of competent jurisdiction. (c) Notwithstanding any provision of this Agreement amount less than $57,500 to the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitrationA, the Arbitration procedures set forth above will continue to govern panel should determine that B has "prevailed". The parties specifically designate the ultimate resolution of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable relief. (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suit, action or proceeding before any federal or state court located Courts in the Borough of Manhattan, City of New York, each of the Parties voluntarily and irrevocably consents and (without waiving service of process) submits to the personal jurisdiction and venue of the courts located in the Borough of Manhattan, City State of New York as properly having jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to personal jurisdiction over each of them by the Courts of the State of New York in any action or proceeding, waive personal service of any and all process and specifically consent that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring in any such action or proceeding proceeding, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in any other forum, and waives the right to a trial by juryaccordance with Paragraph "C" of this Article "21" of this Agreement. (e) This Section 20.06 shall survive any termination or expiration of the Term.

Governing Law; Disputes. (a) This Agreement shall will be governed by and construed in accordance with the laws of the State of New York without regard California, as applied to its choice agreements entered into and to be performed entirely within California between California residents. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of law provisions. (b) Goods, the application of which is expressly excluded. Any disputes dispute or claim arising under out of or relating to this Agreement, shall be submitted to, and resolved exclusively and finally throughexcept for those relating to a breach of confidentiality by you, the following infringement of DataMacaw’s intellectual property rights or the access or Use of the Software in violation of this Agreement (a "Claim"), must be resolved by binding arbitration process (“Arbitration”). Except as set forth below, in accordance with the then current Commercial Arbitration process shall be administered by Rules of the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules in effect at the time the Dispute or Controversy is submitted ). You and DataMacaw will select a single, mutually acceptable arbitrator knowledgeable about issues relating to the AAA for Arbitration. The panel (the “Arbitration Panel”) will consist subject matter of three (3) neutral arbitrators (each, an “Arbitrator”) selected in accordance with applicable AAA proceduresthis Agreement. In proposing the event that you and DataMacaw are unable to agree to such a list of candidates for Arbitratorsselection, AAA will take into account appoint a single neutral arbitrator knowledgeable about issues relating to the Parties’ desire subject matter of this Agreement to obtain potential Arbitrators with significant experience preside over the matter. The seat of arbitration will be San Francisco, California. The arbitration will be conducted in the operation English language, and at the option of comparable sports or entertainment facilities or in the entertainment and sports business generallyparty seeking relief, by telephone, online, or with specific experience regarding the nature of the dispute. Barring extraordinary circumstances, an initial conference with the Arbitration Panel shall be scheduled to take place in New York, New York within thirty (30) days after the appointment of the third Arbitrator. At such conference, a schedule shall be established for such discovery, if any, as a majority of the Arbitration Panel deems appropriate in light of the nature of the dispute and the Parties’ desire to resolve disputes in a prompt and cost-effective manner, and the date of the Arbitration hearing shall be established by vote of a majority of the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days from the date of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place in New York, New York. Each Party irrevocably consents to the delivery of service of process with respect to any Arbitration in any manner permitted for the giving of notices under Section 20.04based solely on written submissions. The Arbitration Panel shall arbitrator will not have the authority to alter, change, amend, modify, waive, add to or delete from modify any provision of this AgreementAgreement or to award punitive damages. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact You and that could result in conflicting awards or obligations, such proceedings shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained in the AAA rules DataMacaw each waive any right to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, litigate any Claim in any Arbitration under this Agreementcourt or to have a jury trial on that Claim and you and DataMacaw further agree that arbitration must be on an individual basis. If In no event will any Claim, or any other action or proceeding by you (including arbitration) be instituted more than 1 (one) year after the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, cause of action arose. Any judgment on the Arbitration Panel shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees and expert witness fees incurred in connection with such frivolous claims or defenses. All provisions of this Agreement applicable to disputes generally shall apply to the Arbitration. All decisions award rendered by the Arbitration Panel shall be (i) decided by majority vote and (ii) final and binding on the Parties and arbitrator may be enforced by entered in any court of competent jurisdiction. (c) Notwithstanding any provision of this Agreement to the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for injunctive finds the foregoing arbitration provisions invalid or other equitable relief. (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suitinapplicable, action or proceeding before any federal or state court located in you and DataMacaw each agree to the Borough of Manhattan, City of New York, each exclusive jurisdiction of the Parties voluntarily and irrevocably consents and (without waiving service of process) submits to State courts sitting in Santa Xxxxx County or the personal jurisdiction and venue of the Federal courts located in the Borough Northern District of ManhattanCalifornia, City of New York that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring any such action or proceeding in any other forumCalifornia, and waives you and DataMacaw each agree to submit to the right to a trial by juryexercise of personal jurisdiction of such courts for the purposes of litigating any applicable Claim. (e) This Section 20.06 shall survive any termination or expiration of the Term.

Governing Law; Disputes. (a) This Agreement shall will be governed by and construed in accordance with the laws of the State of New York without regard California, as applied to its choice agreements entered into and to be performed entirely within California between California residents. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of law provisions. (b) Goods, the application of which is expressly excluded. Any disputes dispute or claim arising under out of or relating to this Agreement, shall be submitted to, and resolved exclusively and finally throughexcept for those relating to a breach of confidentiality by you, the following infringement of OmniSci’s intellectual property rights or the access or Use of the Software in violation of this Agreement (a "Claim"), must resolved by binding arbitration process (“Arbitration”). Except as set forth below, in accordance with the then current Commercial Arbitration process shall be administered by Rules of the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules in effect at the time the Dispute or Controversy is submitted ). You and OmniSci will select a single, mutually acceptable arbitrator knowledgeable about issues relating to the AAA for Arbitration. The panel (the “Arbitration Panel”) will consist subject matter of three (3) neutral arbitrators (each, an “Arbitrator”) selected in accordance with applicable AAA proceduresthis Agreement. In proposing the event that you and OmniSci are unable to agree to such a list of candidates for Arbitratorsselection, AAA will take into account appoint a single neutral arbitrator knowledgeable about issues relating to the Parties’ desire subject matter of this Agreement to obtain potential Arbitrators with significant experience preside over the matter. The seat of arbitration will be San Francisco, California. The arbitration will be conducted in the operation English language, and at the option of comparable sports or entertainment facilities or in the entertainment and sports business generallyparty seeking relief, by telephone, online, or with specific experience regarding the nature of the dispute. Barring extraordinary circumstances, an initial conference with the Arbitration Panel shall be scheduled to take place in New York, New York within thirty (30) days after the appointment of the third Arbitrator. At such conference, a schedule shall be established for such discovery, if any, as a majority of the Arbitration Panel deems appropriate in light of the nature of the dispute and the Parties’ desire to resolve disputes in a prompt and cost-effective manner, and the date of the Arbitration hearing shall be established by vote of a majority of the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days from the date of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place in New York, New York. Each Party irrevocably consents to the delivery of service of process with respect to any Arbitration in any manner permitted for the giving of notices under Section 20.04based solely on written submissions. The Arbitration Panel shall arbitrator will not have the authority to alter, change, amend, modify, waive, add to or delete from modify any provision this Agreement or to award punitive damages. Unless the arbitrator finds the arbitration was frivolous or brought for an improper purpose, the parties will split equally the costs of this Agreementthe arbitration. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result for any reason a Claim proceeds in conflicting awards or obligationscourt rather than in arbitration, such proceedings shall Claim may be consolidated into brought only in a single arbitral proceeding. Notwithstanding anything contained court of competent jurisdiction in the AAA rules San Francisco, California, both you and OmniSci agree to accept and submit to the contrarypersonal jurisdiction of such court, subject and you and OmniSci each waive any right to Article XIIIa jury trial. In no event will any Claim, unless the Arbitration Panel finds that one or more claims any other action or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, in any Arbitration proceeding by you (including arbitration under this AgreementSection 10.6) be instituted more than 1 year after the cause of action arose. If Any judgment on the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees and expert witness fees incurred in connection with such frivolous claims or defenses. All provisions of this Agreement applicable to disputes generally shall apply to the Arbitration. All decisions award rendered by the Arbitration Panel shall be (i) decided by majority vote and (ii) final and binding on the Parties and arbitrator may be enforced by entered in any court of competent jurisdiction. (c) Notwithstanding any provision of this Agreement to the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for injunctive finds the foregoing arbitration provisions invalid or other equitable relief. (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suitinapplicable, action or proceeding before any federal or state court located in you and OmniSci each agree to the Borough of Manhattan, City of New York, each exclusive jurisdiction of the Parties voluntarily Federal and irrevocably consents and (without waiving service of process) submits to the personal jurisdiction and venue of the State courts located in the Borough of ManhattanSan Francisco, City of New York that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring any such action or proceeding in any other forumCalifornia, and waives you and OmniSci each agree to submit to the right to a trial by juryexercise of personal jurisdiction of such courts for the purposes of litigating any applicable Claim. (e) This Section 20.06 shall survive any termination or expiration of the Term.

Governing Law; Disputes. (a) This Agreement shall in all respects be governed by construed, governed, applied and construed in accordance with enforced under the internal laws of the State of New York without regard giving effect to its choice the principles of conflicts of law provisions. (b) Any disputes arising and be deemed to be an agreement entered into in the State of New York and made under this Agreement, the laws of the State of New York. The parties agree that they shall be submitted to, and resolved exclusively and finally through, the following deemed to have agreed to binding arbitration process (“Arbitration”). Except as set forth below, the Arbitration process shall be administered by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules in effect at the time the Dispute or Controversy is submitted to the AAA for Arbitration. The panel (the “Arbitration Panel”) will consist of three (3) neutral arbitrators (each, an “Arbitrator”) selected in accordance with applicable AAA procedures. In proposing a list of candidates for Arbitrators, AAA will take into account the Parties’ desire to obtain potential Arbitrators with significant experience in the operation of comparable sports or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature of the dispute. Barring extraordinary circumstances, an initial conference with the Arbitration Panel shall be scheduled to take place in New York, New York within thirty (30) days after for the appointment entire subject matter of any and all disputes relating to or arising under this Agreement. Any such arbitration shall be conducted in New York, New York by under the rules then obtaining of the third Arbitrator. At such conference, a schedule shall be established for such discovery, if any, as a majority of the American Arbitration Panel deems appropriate in light of the nature of the dispute and the Parties’ desire to resolve disputes in a prompt and cost-effective manner, and the date of the Arbitration hearing shall be established by vote of a majority of the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days from the date of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place Association in New York, New York. Each Party irrevocably consents In all arbitrations, judgment upon the arbitration award may be entered in any court having jurisdiction. The parties specifically designate the Courts in the City of New York and State of New York as properly having venue for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to personal jurisdiction over each of them by the delivery Courts of the State of New York in any action or proceeding, waive personal service of any and all process and specifically consent that in any such action or proceeding, any service of process may be effectuated upon any of them by first class or certified mail, return receipt requested in accordance with respect to any Arbitration in any manner permitted for the giving paragraph "C" of notices under Section 20.04. The Arbitration Panel shall not have the authority to alter, change, amend, modify, waive, add to or delete from any provision this Article "17" of this Agreement. If The parties agree, further, that the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained in the AAA rules to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, prevailing party in any Arbitration under this Agreement. If such arbitration as determined by the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel arbitrators shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees costs and expert witness fees incurred attorney's fees, if any, in connection with such frivolous claims or defenses. All provisions of this Agreement applicable to disputes generally shall apply to the Arbitration. All decisions arbitration as may be awarded by the Arbitration Panel shall be (i) decided arbitrators; provided, however, that if a proceeding is commenced to confirm and enter a judgment thereon by majority vote and (ii) final and binding on the Parties and may be enforced by any court of competent jurisdiction. (c) Notwithstanding any provision of this Agreement to the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution Courts of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable relief. (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suit, action or proceeding before any federal or state court located in the Borough of Manhattan, City of New York, each of the Parties voluntarily and irrevocably consents and (without waiving service of process) submits to the personal jurisdiction and venue of the courts located in the Borough of Manhattan, City State of New York that have subject matter jurisdictionand such application is denied, waives no such costs or attorneys fees shall be paid. In connection with the arbitrators' determination for this purpose of which party, if any, is the prevailing party, they shall take into account all objections as to venue of the facts and any claim that it is not personally subject to such jurisdiction or to seek a change of venuecircumstances including, agrees not to bring any such action or proceeding in any other forumwithout limitation, the relief sought, and waives by whom, and the right relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a trial by jury. (e) This Section 20.06 party shall survive any termination or expiration not be deemed to be the prevailing party unless the amount of the Termarbitration award is greater than fifteen (15%) percent of the amount offered in writing by the other party. For example, if the party initiating the arbitration ("A") seeks an award of $100,000 plus costs and expenses, the other party ("B") has offered A $50,000 prior to the commencement of the arbitration proceeding, and the arbitration panel awards any amount less than $57,500 to A, the panel should determine that B has "prevailed".

Governing Law; Disputes. (a) This Agreement and Xxxx of Sale shall be governed by and construed in accordance with the laws of the State of New York Delaware, without regard to its the choice of law provisions. provisions of the State of Delaware or any other jurisdiction to the contrary. If the parties fail to reach agreement with respect to a dispute or difference (b) Any disputes other than as to a question relating to patent validity, which the parties intend will be decided in litigation and not in arbitration), between the parties arising under out of or in connection with this Agreement, shall be submitted to, Agreement and resolved exclusively and finally throughXxxx of Sale, the following dispute or difference will, to the fullest extent permitted by law, be determined by arbitration process (“Arbitration”). Except as set forth belowin New York City, in accordance with the Commercial Arbitration process shall be administered by Rules of the American Arbitration Association by an independent and impartial arbitrator, who (“AAA”unless the parties agree otherwise) under shall have had both training and experience as an arbitrator of agricultural technology licensing matters, including biotechnology, and who shall be, and for at least ten years shall have been, a partner, shareholder or member in a highly respected law firm headquartered in the Commercial Arbitration Rules in effect at the time the Dispute United States. The arbitrator may decide any issue as to whether, or Controversy is submitted as to the AAA for Arbitrationextent to which, any dispute is subject to the arbitration and other dispute resolution provisions in this Agreement and Xxxx of Sale. The panel (the “Arbitration Panel”) will consist of three (3) neutral arbitrators (each, an “Arbitrator”) selected in accordance with applicable AAA procedures. In proposing a list of candidates for Arbitrators, AAA will take into account the Parties’ desire to obtain potential Arbitrators with significant experience in the operation of comparable sports or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature of the dispute. Barring extraordinary circumstances, an initial conference with the Arbitration Panel shall be scheduled to take place in New York, New York within thirty (30) days after the appointment of the third Arbitrator. At such conference, a schedule shall be established for such discovery, if any, as a majority of the Arbitration Panel deems appropriate in light of the nature of the dispute and the Parties’ desire to resolve disputes in a prompt and cost-effective manner, and the date of the Arbitration hearing shall be established by vote of a majority of the Arbitration Panel. Barring extraordinary circumstances, arbitrator must base the award will be rendered no later than fourteen (14) days from on the date of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place in New York, New York. Each Party irrevocably consents to the delivery of service of process with respect to any Arbitration in any manner permitted for the giving of notices under Section 20.04. The Arbitration Panel shall not have the authority to alter, change, amend, modify, waive, add to or delete from any provision of this Agreement. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained in the AAA rules to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, in any Arbitration under this Agreement. If the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees and expert witness fees incurred in connection with such frivolous claims or defenses. All provisions of this Agreement and Xxxx of Sale and must render the award in a writing which must include an explanation of the reasons for such award. Any arbitration pursuant to this section will be governed by the substantive laws of Delaware applicable to disputes generally shall contracts made and to be performed in that state, without regard to conflicts of law rules, and by the arbitration law of the Federal Arbitration Act (9 U.S.C. ss.1 et seq.). Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The statute of limitations of Delaware applicable to the commencement of a lawsuit will apply to the Arbitrationcommencement of an arbitration under this Section. All decisions fees, costs and expenses of the arbitrator, and all other costs and expenses of the arbitration, will be shared equally by the Arbitration Panel shall be (i) decided by majority vote parties to this Agreement and (ii) final Xxxx of Sale unless such parties agree otherwise or unless the arbitrator in the award assesses such costs and binding expenses against one of such parties or allocates such costs and expenses other than equally between such parties. Notwithstanding the foregoing, either party may, on the Parties and may be enforced by any good cause shown, seek a temporary restraining order and/or a preliminary injunction from a court of competent jurisdiction. (c) Notwithstanding any provision of this Agreement , to be effective pending the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution institution of the dispute notwithstanding arbitration process and the fact that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable relief. (d) Any action that seeks injunctive or other equitable relief or confirmation of an deliberation and award rendered in an Arbitration may only be brought by suit, action or proceeding before any federal or state court located in the Borough of Manhattan, City of New York, each of the Parties voluntarily and irrevocably consents and (without waiving service of process) submits to the personal jurisdiction and venue of the courts located in the Borough of Manhattan, City of New York that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring any such action or proceeding in any other forum, and waives the right to a trial by juryarbitrator. (e) This Section 20.06 shall survive any termination or expiration of the Term.

Governing Law; Disputes. (a) This Agreement In the event any controversy or claim arises out of or relates to any resultant Purchase Order ("Dispute") either Party may send written notice to the other outlining the substance of the Dispute. After receipt of the notice, the Parties shall engage in good faith negotiations through persons with appropriate authority to resolve the Dispute. If any Dispute remains unresolved thirty (30) calendardays from the date the notice is received by the other Party, or such additional time as the Partiesmutually agree upon in writing, such Dispute shall be finally settled by binding and confidential arbitration administered by the American Arbitration Association in accordance with its CommercialArbitration Rules. The number of Arbitrators shall be three (3). The claimant shall name one arbitrator in its request for arbitration, the respondent shall name one arbitrator in its response. Unless the nominated arbitrators cannot agree on the appointment of the third arbitrator who shallserve as the Chairman, the President of the American Arbitration Association shall appoint the thirdarbitrator. Arbitration shall be conducted in New York, New York, in the English language. The Arbitrators shall, to the extent possible, have experience in international defense industry contracting arrangements, governmental procurement, and the governing law of this Purchase Order. To the extent possible, the Arbitrators shall also be chosen so as to minimize any legal restrictions on access by the Arbitrators to relevant technical or legally controlled information. TheArbitrators may award compensatory damages against either Party, but are not authorized to award punitive, exemplary or multiple damages of any kind. The Arbitrators shall have the authority, but not the obligation, to award the costs of arbitration, including reasonable attorney’s fees, to the prevailing Party; however, if the Arbitrators do not award such costs and fees, each Party will be responsible for its own costs, but shall equally share the costs and fees imposed by the Arbitratorsfor their expenses. Judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof or application may be made by any such court for a judicial recognition of the award and an order of enforcement, as the case may be, all regardless of conflictsof law issues. The Parties waive any right they may enjoy under the law of any nation to apply to the courts of any such nation for relief from the provisions of this Section 7 or from any decision ofthe Arbitrators made before the award. Notwithstanding the foregoing, the Parties agree that the rights of the United States Government in any technical data associated with any Goods/Services or servicesprocured under this Purchase Order shall not be arbitral in accordance with this Section 7. (b) Notwithstanding the foregoing, the Parties acknowledge that money damages may not be an adequate remedy for breach of Section 9 Proprietary Rights and Section 16 Infringement of this Purchase Order, or as a remedy to any Dispute regarding the misuse, misappropriation orunauthorized use or disclosure of proprietary information or intellectual property of a Party, and each Party agrees that the other Party shall be entitled to seek injunctive relief or monetary damages in a court of competent jurisdiction in the United States. Notwithstanding anything hereinto the contrary, any such judicial request shall not be deemed incompatible with the terms of paragraph a of this Section 7, nor shall it constitute a waiver of the right to arbitrate. (c) Pending resolution or settlement of any Dispute arising under this Purchase Order, Seller will proceed diligently as directed by Buyer with the performance of this Purchase Order. Irrespectiveof the place of performance, this Purchase Order shall be governed by and construed in accordance with the laws of the State of New York within the United States from which Buyer issues this Purchase Order, without regard to its choice conflicts of law laws provisions. . However, any provision in this Purchase Order that is: (bi) Any disputes arising under this Agreementincorporated in full text or by reference from the Federal Acquisition Regulation (FAR) or; (ii) incorporated in full text or by reference from any agency regulation that implements orsupplements the FAR or; (iii) that is substantially based on any such agency regulation or FAR provision, shall be submitted toconstrued and interpreted according to the federal common law of government contracts as enunciated and applied by federal judicial bodies, boards of contracts appeals, and resolved exclusively and finally through, quasi-judicial agencies of the following arbitration process (“Arbitration”). Except as set forth below, the Arbitration process shall be administered by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules in effect at the time the Dispute or Controversy is submitted to the AAA for ArbitrationUnited States Government. The panel (provisions of the “Arbitration Panel”) will consist United Nations Convention on Contracts for International Sale of three (3) neutral arbitrators (each, an “Arbitrator”) selected in accordance with applicable AAA procedures. In proposing a list of candidates for Arbitrators, AAA will take into account the Parties’ desire to obtain potential Arbitrators with significant experience in the operation of comparable sports or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature of the dispute. Barring extraordinary circumstances, an initial conference with the Arbitration Panel shall be scheduled to take place in New York, New York within thirty (30) days after the appointment of the third Arbitrator. At such conference, a schedule shall be established for such discovery, if any, as a majority of the Arbitration Panel deems appropriate in light of the nature of the dispute and the Parties’ desire to resolve disputes in a prompt and cost-effective manner, and the date of the Arbitration hearing shall be established by vote of a majority of the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days from the date of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place in New York, New York. Each Party irrevocably consents to the delivery of service of process with respect to any Arbitration in any manner permitted for the giving of notices under Section 20.04. The Arbitration Panel Goods/Services” shall not have the authority to alter, change, amend, modify, waive, add to or delete from any provision of this Agreement. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained in the AAA rules to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, in any Arbitration under this Agreement. If the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees and expert witness fees incurred in connection with such frivolous claims or defenses. All provisions of this Agreement applicable to disputes generally shall apply to the Arbitration. All decisions by the Arbitration Panel shall be (i) decided by majority vote and (ii) final and binding on the Parties and may be enforced by any court of competent jurisdiction. (c) Notwithstanding any provision of this Agreement to the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable reliefPurchase Order. (d) Any action that seeks injunctive This Purchase Order constitutes the commercial activities of Seller. Seller hereby waives any sovereign immunity or other equitable relief immunity from legal proceedings to enforce or confirmation of collect upon an arbitral award rendered in an Arbitration may only be brought by suit, action or proceeding before any federal or state court located in the Borough of Manhattan, City of New York, each of the Parties voluntarily and irrevocably consents and (without waiving service of process) submits pursuant to the personal jurisdiction and venue of the courts located in the Borough of Manhattan, City of New York that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring any such action or proceeding in any other forum, and waives the right to a trial by jurythis Section. (e) This Section 20.06 shall survive any termination or expiration of the Term.

Governing Law; Disputes. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York Delaware, without regard to its the choice of law provisions. provisions of the State of Delaware or any other jurisdiction to the contrary. If the parties fail to reach agreement with respect to a dispute or difference (b) Any disputes other than as to a question relating to patent validity, which the parties intend will be decided in litigation and not in arbitration), between the parties arising under out of or in connection with this Agreement, shall the dispute or difference will, to the fullest extent permitted by law, be submitted todetermined by arbitration in New York City, and resolved exclusively and finally through, in accordance with the following arbitration process (“Arbitration”). Except as set forth below, the Commercial Arbitration process shall be administered by Rules of the American Arbitration Association by an independent and impartial arbitrator, who (“AAA”unless the parties agree otherwise) under shall have had both training and experience as an arbitrator of agricultural technology licensing matters, including biotechnology, and who shall be, and for at least ten years shall have been, a partner, shareholder or member in a highly respected law firm headquartered in the Commercial Arbitration Rules in effect at the time the Dispute United States. The arbitrator may decide any issue as to whether, or Controversy is submitted as to the AAA for Arbitration. The panel (the “Arbitration Panel”) will consist of three (3) neutral arbitrators (eachextent to which, an “Arbitrator”) selected in accordance with applicable AAA procedures. In proposing a list of candidates for Arbitrators, AAA will take into account the Parties’ desire to obtain potential Arbitrators with significant experience in the operation of comparable sports or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature of the dispute. Barring extraordinary circumstances, an initial conference with the Arbitration Panel shall be scheduled to take place in New York, New York within thirty (30) days after the appointment of the third Arbitrator. At such conference, a schedule shall be established for such discovery, if any, as a majority of the Arbitration Panel deems appropriate in light of the nature of the any dispute and the Parties’ desire to resolve disputes in a prompt and cost-effective manner, and the date of the Arbitration hearing shall be established by vote of a majority of the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days from the date of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place in New York, New York. Each Party irrevocably consents is subject to the delivery of service of process with respect to any Arbitration arbitration and other dispute resolution provisions in any manner permitted for the giving of notices under Section 20.04. The Arbitration Panel shall not have the authority to alter, change, amend, modify, waive, add to or delete from any provision of this Agreement. If The arbitrator must base the Parties initiate multiple arbitration proceedings, award on the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained in the AAA rules to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, in any Arbitration under this Agreement. If the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees and expert witness fees incurred in connection with such frivolous claims or defenses. All provisions of this Agreement and must render the award in a writing which must include an explanation of the reasons for such award. Any arbitration pursuant to this section will be governed by the substantive laws of Delaware applicable to disputes generally shall contracts made and to be performed in that state, without regard to conflicts of law rules, and by the arbitration law of the Federal Arbitration Act (9 U.S.C. ss.1 et seq.). Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The statute of limitations of Delaware applicable to the commencement of a lawsuit will apply to the Arbitrationcommencement of an arbitration under this Section. All decisions fees, costs and expenses of the arbitrator, and all other costs and expenses of the arbitration, will be shared equally by the Arbitration Panel shall be (i) decided by majority vote parties to this Agreement unless such parties agree otherwise or unless the arbitrator in the award assesses such costs and (ii) final expenses against one of such parties or allocates such costs and binding expenses other than equally between such parties. Notwithstanding the foregoing, either party may, on the Parties and may be enforced by any good cause shown, seek a temporary restraining order and/or a preliminary injunction from a court of competent jurisdiction. (c) Notwithstanding any provision of this Agreement , to be effective pending the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution institution of the dispute notwithstanding arbitration process and the fact that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable relief. (d) Any action that seeks injunctive or other equitable relief or confirmation of an deliberation and award rendered in an Arbitration may only be brought by suit, action or proceeding before any federal or state court located in the Borough of Manhattan, City of New York, each of the Parties voluntarily and irrevocably consents and (without waiving service of process) submits to the personal jurisdiction and venue of the courts located in the Borough of Manhattan, City of New York that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring any such action or proceeding in any other forum, and waives the right to a trial by juryarbitrator. (e) This Section 20.06 shall survive any termination or expiration of the Term.

Governing Law; Disputes. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its choice of law provisions. (b) Any disputes arising under this Agreement, shall be submitted to, and resolved exclusively and finally through, the following arbitration process (“Arbitration”). Except as set forth below, the Arbitration process shall be administered by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules in effect at the time the Dispute or Controversy is submitted to the AAA for Arbitration. The panel (the “Arbitration Panel”) will consist of three (3) neutral arbitrators (each, an “Arbitrator”) selected in accordance with applicable AAA procedures. In proposing a list of candidates for Arbitrators, AAA will take into account the Parties’ desire to obtain potential Arbitrators with significant experience in the operation of comparable sports or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature of the dispute. Barring extraordinary circumstances, an initial conference with the Arbitration Panel shall be scheduled to take place in New York, New York within thirty (30) days after the appointment of the third Arbitrator. At such conference, a schedule shall be established for such discovery, if any, as a majority of the Arbitration Panel deems appropriate in light of the nature of the dispute and the Parties’ desire to resolve disputes in a prompt and cost-effective manner, and the date of the Arbitration hearing shall be established by vote of a majority of the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days from the date of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place in New York, New York. Each Party irrevocably consents to the delivery of service of process with respect to any Arbitration in any manner permitted for the giving of notices under Section 20.04. The Arbitration Panel shall not have the authority to alter, change, amend, modify, waive, add to or delete from any provision of this Agreement. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained in the AAA rules to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, in any Arbitration under this Agreement. If the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees and expert witness fees incurred in connection with such frivolous claims or defenses. All provisions of this Agreement applicable to disputes generally shall apply to the Arbitration. All decisions by the Arbitration Panel shall be (i) decided by majority vote and (ii) final and binding on the Parties and may be enforced by any court of competent jurisdiction. (c) Notwithstanding any provision of this Agreement to the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d21.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable relief. (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suit, action or proceeding before any federal or state court located in the Borough of Manhattan, City of New York, each of the Parties voluntarily and irrevocably consents and (without waiving service of process) submits to the personal jurisdiction and venue of the courts located in the Borough of Manhattan, City of New York that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring any such action or proceeding in any other forum, and waives the right to a trial by jury. (e) This Section 20.06 shall survive any termination or expiration of the Term.

Governing Law; Disputes. (a) This Agreement shall be governed by and construed in accordance with Section 5-1401 of the General Obligations Law of New York in all respects be construed, governed, applied and enforced under the internal laws of the State of New York without regard giving effect to its choice the principles of law provisions. (b) Any disputes arising under conflicts of laws and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York. Except as otherwise provided in Article "26" of this Agreement, the parties agree that they shall be submitted to, and resolved exclusively and finally through, the following deemed to have agreed to binding arbitration process (“Arbitration”). Except as set forth below, the Arbitration process shall be administered by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules in effect at the time the Dispute or Controversy is submitted to the AAA for Arbitration. The panel (the “Arbitration Panel”) will consist of three (3) neutral arbitrators (each, an “Arbitrator”) selected in accordance with applicable AAA procedures. In proposing a list of candidates for Arbitrators, AAA will take into account the Parties’ desire to obtain potential Arbitrators with significant experience in the operation of comparable sports or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature of the dispute. Barring extraordinary circumstances, an initial conference with the Arbitration Panel shall be scheduled to take place solely in New York, New York within thirty (30) days after York, with respect to the appointment entire subject matter of any and all disputes relating to or arising under this Agreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement. Any such arbitration shall be by a panel of three arbitrators and pursuant to the commercial rules then existing of the third ArbitratorAmerican Arbitration Association in the State of New York, County of New York. At In all arbitrations, judgment upon the arbitration award may be entered in any court having jurisdiction. The parties agree, further, that the prevailing party in any such conference, a schedule arbitration as determined by the arbitrators shall be established for entitled to such discoverycosts and attorney's fees, if any, in connection with such arbitration as a majority may be awarded by the arbitrators. In connection with the arbitrators' determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the Arbitration Panel deems appropriate in light of factors and circumstances including, without limitation, the nature of the dispute relief sought, and the Parties’ desire to resolve disputes in a prompt and cost-effective mannerby whom, and the date relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the Arbitration hearing arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen (15%) percent or more. For example, if the party initiating arbitration ("A") seeks an award of one hundred thousand ($100,000) dollars plus costs and expenses, the other party ("B") has offered A fifty thousand ($50,000) dollars in a legally binding written offer prior to the commencement of the arbitration proceeding, and the arbitration panel awards any amount less than fifty-seven thousand five hundred ($57,500) dollars to A, the panel should determine that B has "prevailed". The parties specifically designate the courts in the City of New York, State of New York as properly having jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to personal jurisdiction over each of them solely by the courts of the State of New York in any action or proceeding, waive personal service of any and all process and specifically consent that in any such action or proceeding in the courts of the State of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph "C" of this Article "28" of this Agreement. The arbitration panel shall have no power to award non-monetary or equitable relief of any sort. It shall also have no power to award (i) damages inconsistent with any applicable agreement between the parties or (ii) punitive damages or any other damages not measured by the prevailing party's actual damages; and the parties expressly waive their right to obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy which could not be made or imposed by a court deciding the matter in the same jurisdiction. Discovery shall be established permitted in connection with the arbitration only to the extent, if any, expressly authorized by vote the arbitration panel upon a showing of a majority substantial need by the party seeking discovery. All aspects of the Arbitration Panelarbitration shall be treated as confidential. Barring extraordinary circumstancesThe parties and the arbitration panel may disclose the existence, the award will be rendered no later than fourteen (14) days from the date content or results of the conclusion arbitration only as provided in the rules of the hearing. Unless the Parties otherwise agree, the American Arbitration shall take place Association in New York, New York. Each Party irrevocably consents to the delivery of service of process with respect to any Arbitration in any manner permitted for the giving of notices under Section 20.04. The Arbitration Panel shall not have the authority to alter, change, amend, modify, waive, add to or delete from any provision of this Agreement. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained in the AAA rules to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, in any Arbitration under this Agreement. If the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees and expert witness fees incurred in connection with such frivolous claims or defenses. All provisions of this Agreement applicable to disputes generally shall apply to the Arbitration. All decisions by the Arbitration Panel shall be (i) decided by majority vote and (ii) final and binding on the Parties and may be enforced by any court of competent jurisdiction. (c) Notwithstanding any provision of this Agreement to the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable relief. (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suit, action or proceeding before any federal or state court located in the Borough of Manhattan, City of New York, each of the Parties voluntarily and irrevocably consents and (without waiving service of process) submits to the personal jurisdiction and venue of the courts located in the Borough of Manhattan, City of New York that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring Before making any such action or proceeding in any disclosure, a party shall give written notice to all other forum, parties and waives the right shall afford such parties a reasonable opportunity to a trial by juryprotect their interest. (e) This Section 20.06 shall survive any termination or expiration of the Term.

Governing Law; Disputes. (a) This Agreement shall be governed by by, construed and construed enforced in accordance with the internal laws of the State of New York Delaware, without regard giving reference to its choice principles of law provisions. (b) Any disputes conflict of laws. Other than with respect to any dispute or controversy arising under Section 10 hereof, any dispute or controversy arising under, out of, in connection with or in relation to this Agreement, Agreement shall be submitted to, finally determined and resolved exclusively and finally through, the following arbitration process (“Arbitration”)settled by arbitration. Except as set forth below, the Arbitration process shall be administered initiated by one party making written demand upon the other party and simultaneously filing the demand together with required fees in the office of the American Arbitration Association (“AAA”) under in Wilmington, Delaware. The arbitration proceeding shall be conducted in Wilmington, Delaware by a single arbitrator in accordance with the Commercial Arbitration Rules as required by the arbitrator. Each party shall bear their own legal costs and expenses in effect at connection with any arbitration and the time parties shall share equally all arbitration fees; provided, however, that the Dispute or Controversy is submitted arbitrator shall have the discretion to award legal costs and expenses of arbitration in the AAA for Arbitrationinterests of fairness. Except as required by the arbitrator, the parties shall have no obligation to comply with discovery requests made in the arbitration proceeding. The panel (the “Arbitration Panel”) will consist of three (3) neutral arbitrators (each, an “Arbitrator”) selected in accordance with applicable AAA procedures. In proposing a list of candidates for Arbitrators, AAA will take into account the Parties’ desire to obtain potential Arbitrators with significant experience in the operation of comparable sports or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature of the dispute. Barring extraordinary circumstances, an initial conference with the Arbitration Panel arbitration award shall be scheduled to take place in New York, New York within thirty (30) days after the appointment of the third Arbitrator. At such conference, a schedule shall be established for such discovery, if any, as a majority of the Arbitration Panel deems appropriate in light of the nature final and binding determination of the dispute and shall be fully enforceable as an arbitration award in any court having jurisdiction and venue over such parties. In the Parties’ desire to resolve disputes in a prompt and cost-effective mannerevent of any dispute or controversy arising under Section 10 hereof, and the date each of the Arbitration hearing shall be established by vote of a majority of the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days from the date of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place in New York, New York. Each Party parties hereto irrevocably consents to the delivery exclusive venue and jurisdiction of service the federal and state courts located in the State of process with respect to any Arbitration Delaware, County of Kent, and the prevailing party in any manner permitted for the giving of notices under Section 20.04. The Arbitration Panel such dispute or controversy shall not have the authority right to alterrecover, change, amend, modify, waive, add to or delete from any provision at the discretion of this Agreement. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained court in the AAA rules to interests of fairness, from the contrary, subject to Article XIII, unless non-prevailing party all legal costs and expenses and all court costs expended by the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, in any Arbitration under this Agreement. If the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees and expert witness fees incurred prevailing party in connection with such frivolous claims dispute or defenses. All provisions of this Agreement applicable to disputes generally shall apply to the Arbitration. All decisions by the Arbitration Panel shall be (i) decided by majority vote and (ii) final and binding on the Parties and may be enforced by any court of competent jurisdictioncontroversy. (c) Notwithstanding any provision of this Agreement to the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable relief. (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suit, action or proceeding before any federal or state court located in the Borough of Manhattan, City of New York, each of the Parties voluntarily and irrevocably consents and (without waiving service of process) submits to the personal jurisdiction and venue of the courts located in the Borough of Manhattan, City of New York that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring any such action or proceeding in any other forum, and waives the right to a trial by jury. (e) This Section 20.06 shall survive any termination or expiration of the Term.

Governing Law; Disputes. (a) This Agreement shall will be governed by and construed in accordance with the laws of the State of New York York, without regard reference to its choice conflicts of law provisionsprinciples. The United Nations Convention for the International Sale of Goods will not apply to this Agreement. THE PARTIES IRREVOCABLY WAIVE ALL RIGHTS UNDER APPLICBALE LAW TO A TRIAL BY JURY. (b) Any disputes arising under If a dispute arises out of or in connection with the Agreement or the performance, validity or enforceability of it ("Dispute") then the parties shall follow the procedure set out in this Agreementsection: (i) either party shall give to the other written notice of the Dispute, setting out its nature and full particulars ("Dispute Notice"), together with relevant supporting documents. On service of the Dispute Notice, suitably senior representatives of the Customer and of Quinyx shall attempt in good faith to resolve the Dispute; (2) if such representatives are for any reason unable to resolve the Dispute within 10 days of service of the Dispute Notice, the Dispute shall be submitted toreferred to the Chief Executive Officer of the Customer and Chief Executive Officer of Quinyx who shall attempt in good faith to resolve it; and (3) if for any reason they are unable to resolve the Dispute within 20 days of it being referred to them, and resolved exclusively and finally through, then the following matter shall be referred to the applicable court or arbitration process (“Arbitration”). Except forum as set forth belowin this Section 11.5, provided that nothing shall prevent Quinyx from commencing or continuing dispute proceedings in relation to any Dispute where Quinyx considers it is reasonable to do so despite not completing the Arbitration process set out in this section. (c) Any dispute, controversy or claim arising out of or relating to this Agreement or an Ordering Document, or the breach, termination or validity thereof that is not resolved pursuant to Section 11.5(b) shall be administered by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules finally settled in effect at the time the Dispute or Controversy is submitted to the AAA for Arbitration. The panel (the “Arbitration Panel”) will consist of three (3) neutral arbitrators (each, an “Arbitrator”) selected arbitration in accordance with applicable AAA proceduresthe JAMS procedures pursuant to its Streamlined Arbitration Rules and Procedure, but a single arbitrator. In proposing a list of candidates for Arbitrators, AAA will take into account the Parties’ desire to obtain potential Arbitrators with significant experience in the operation of comparable sports or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature of the dispute. Barring extraordinary circumstances, an initial conference with the Arbitration Panel The arbitration shall be scheduled to take place conducted in New York, New York within thirty (30) days after in the appointment of the third ArbitratorEnglish language. At such conference, a schedule The award shall be established for such discovery, if any, as a majority of the Arbitration Panel deems appropriate in light of the nature of the dispute and the Parties’ desire to resolve disputes in a prompt and cost-effective manner, and the date of the Arbitration hearing shall be established by vote of a majority of the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days from the date of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place in New York, New York. Each Party irrevocably consents to the delivery of service of process with respect to any Arbitration in any manner permitted for the giving of notices under Section 20.04. The Arbitration Panel shall not have the authority to alter, change, amend, modify, waive, add to or delete from any provision of this Agreement. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained in the AAA rules to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, in any Arbitration under this Agreement. If the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees and expert witness fees incurred in connection with such frivolous claims or defenses. All provisions of this Agreement applicable to disputes generally shall apply to the Arbitration. All decisions by the Arbitration Panel shall be (i) decided by majority vote and (ii) final and binding on the Parties and judgement on the arbitrator’s award may be enforced by entered into any court having jurisdiction. Unless provided otherwise herein, the arbitrator may not award non-monetary or equitable relief of competent jurisdiction. (c) Notwithstanding any provision sort. The arbitrator shall have no power to award damages inconsistent with this Agreement. No discovery shall be permitted in connection with the arbitration unless it is expressly authorized by the arbitrator upon a showing of this Agreement substantial need by the party seeking discovery. Each party shall bear its own costs of the arbitration. The fees and expenses of the arbitrator shall be shared equally by the Parties. All aspects of the arbitration shall be treated as confidential, including but not limited to the contrarypossibility or existence of the proceedings, each Party may seek injunctive the proceedings themselves, any statements made during the course of the proceedings, documents and other information submitted by the Parties or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(dprepared by the arbitrator(s), with respect to any disputeand the final award. If a dispute requires emergency relief before Neither the matter Parties nor the arbitrator may be effectively resolved through disclose the existence, content or results of the arbitration, the Arbitration procedures set forth above will continue except as necessary to govern the ultimate resolution of the dispute notwithstanding the fact that comply with legal or regulatory requirements. Before making any such disclosure, a court of competent jurisdiction may have entered an order providing for injunctive or party shall give written notice to all other equitable reliefparties and shall afford such Parties a reasonable opportunity to protect their interests. (d) Any action that seeks injunctive Notwithstanding Section 11.5(c) above, Quinyx may, in its sole discretion, bring any claim or other equitable relief dispute arising out of or confirmation of an award rendered in an Arbitration may only be brought by suit, action or proceeding connection with its Intellectual Property before any federal or state court located in courts and/or administrative authorities having jurisdiction over the Borough of Manhattan, City of New York, each of the Parties voluntarily and irrevocably consents and (without waiving service of process) submits to the personal jurisdiction and venue of the courts located in the Borough of Manhattan, City of New York that have subject matter jurisdiction, waives all objections as to venue and any of such claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring any such action or proceeding in any other forum, and waives the right to a trial by jurydispute. (e) This Section 20.06 shall survive any termination or expiration of the Term.

Governing Law; Disputes. (a) This Agreement shall in all respects be governed by construed, governed, applied and construed enforced under the internal laws of the State of New Jersey without giving effect to the principles of conflicts of law and be deemed to be an agreement entered into in accordance with the State of New Jersey and made under the laws of the State of New York without regard Jersey. The parties agree that they shall be deemed to its choice have agreed to binding arbitration in Newark New Jersey for the entire subject matter of law provisions. (b) Any any and all disputes relating to or arising under this Agreement, . Any such arbitration shall be submitted toconducted in Newark, and resolved exclusively and finally through, New Jersey under the following arbitration process (“Arbitration”). Except as set forth below, the Arbitration process shall be administered by rules then obtaining of the American Arbitration Association (“AAA”) under in Newark, New Jersey. In all arbitrations, judgment upon the Commercial Arbitration Rules arbitration award may be entered in effect at the time the Dispute or Controversy is submitted to the AAA for Arbitrationany court having jurisdiction. The panel (parties specifically designate the “Arbitration Panel”) will consist of three (3) neutral arbitrators (each, an “Arbitrator”) selected in accordance with applicable AAA procedures. In proposing a list of candidates for Arbitrators, AAA will take into account the Parties’ desire to obtain potential Arbitrators with significant experience Courts in the operation State of comparable sports or entertainment facilities or in New Jersey as properly having venue for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to personal jurisdiction over each of them by the entertainment and sports business generally, or with specific experience regarding the nature Courts of the disputeState of New Jersey in any action or proceeding, waive personal service of any and all process and specifically consent that in any such action or proceeding, any service of process may be effectuated upon any of them by first class or certified mail, return receipt requested pursuant to Paragraph "C" of Article "14" of this Agreement. Barring extraordinary circumstancesThe parties agree, an initial conference with further, that the Arbitration Panel prevailing party in any such arbitration as determined by the arbitrators shall be scheduled entitled to take place in New York, New York within thirty (30) days after the appointment of the third Arbitrator. At such conference, a schedule shall be established for such discoverycosts and attorney's fees, if any, as a majority of the Arbitration Panel deems appropriate in light of the nature of the dispute and the Parties’ desire to resolve disputes in a prompt and cost-effective manner, and the date of the Arbitration hearing shall be established by vote of a majority of the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days from the date of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place in New York, New York. Each Party irrevocably consents to the delivery of service of process with respect to any Arbitration in any manner permitted for the giving of notices under Section 20.04. The Arbitration Panel shall not have the authority to alter, change, amend, modify, waive, add to or delete from any provision of this Agreement. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained in the AAA rules to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, in any Arbitration under this Agreement. If the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees and expert witness fees incurred in connection with such frivolous claims arbitration as may be awarded by the arbitrators; provided, however, that if a proceeding is commenced to confirm and enter a judgment thereon by the Courts of the State of New Jersey and such application is denied, no such costs or defensesattorney's fees shall be paid. All provisions In connection with the arbitrators' determination for this purpose of this Agreement applicable which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom and the relief, if any, awarded, and to disputes generally whom. In addition, and notwithstanding the foregoing sentence, a party shall apply not be deemed to be the prevailing party unless the amount of the arbitration award exceeds the amount offered in writing by the other party by fifteen (15%) percent or more. For example, if the party initiating the arbitration ("A") seeks an award of $100,000 plus costs and expenses, the other party ("B") has offered A $50,000 prior to the Arbitration. All decisions by commencement of the Arbitration Panel shall be (i) decided by majority vote arbitration proceeding, and (ii) final and binding on the Parties and may be enforced by arbitration panel awards any court of competent jurisdiction. (c) Notwithstanding any provision of this Agreement amount less than $57,500 to the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitrationA, the Arbitration procedures set forth above will continue to govern the ultimate resolution of the dispute notwithstanding the fact panel should determine that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable reliefB has "prevailed". (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suit, action or proceeding before any federal or state court located in the Borough of Manhattan, City of New York, each of the Parties voluntarily and irrevocably consents and (without waiving service of process) submits to the personal jurisdiction and venue of the courts located in the Borough of Manhattan, City of New York that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring any such action or proceeding in any other forum, and waives the right to a trial by jury. (e) This Section 20.06 shall survive any termination or expiration of the Term.

Governing Law; Disputes. (a) This Agreement shall in all respects be governed by construed, governed, applied and construed enforced in accordance with the internal laws of the State of New York Jersey without regard giving effect to its choice the principles of law provisions. (b) Any disputes arising conflict of laws and be deemed to be an agreement made under the laws of and entered into in the State of New Jersey. Except as otherwise provided in Article "9" of this Agreement, the parties agree that they shall be submitted to, and resolved exclusively and finally through, the following deemed to have agreed to binding arbitration process (“Arbitration”). Except as set forth below, the Arbitration process shall be administered by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules in effect at the time the Dispute or Controversy is submitted to the AAA for Arbitration. The panel (the “Arbitration Panel”) will consist of three (3) neutral arbitrators (each, an “Arbitrator”) selected in accordance with applicable AAA procedures. In proposing a list of candidates for Arbitrators, AAA will take into account the Parties’ desire to obtain potential Arbitrators with significant experience in the operation of comparable sports or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature of the dispute. Barring extraordinary circumstances, an initial conference with the Arbitration Panel shall be scheduled to take place in New York, New York within thirty (30) days after York, with respect to the appointment entire subject matter of any and all disputes relating to or arising under this Agreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement. Any such arbitration shall be by a panel of three arbitrators and pursuant to the rules then obtaining of the third Arbitrator. At such conference, a schedule shall be established for such discovery, if any, as a majority of the American Arbitration Panel deems appropriate in light of the nature of the dispute and the Parties’ desire to resolve disputes in a prompt and cost-effective manner, and the date of the Arbitration hearing shall be established by vote of a majority of the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days from the date of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place Association in New York, New York. Each Party irrevocably consents The parties may agree in writing to conduct any arbitration in another location or forum by their mutual consent. In all arbitrations, judgment upon the delivery arbitration award may be entered in any court having jurisdiction. The parties specifically designate the Courts in the County of New York, State of New York as properly having jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to personal jurisdiction over each of them by the Courts of the State of New York in any action or proceeding, waive personal service of any and all process and specifically consent that in any such action or proceeding, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with respect to any Arbitration in any manner permitted for the giving of notices under Section 20.04. The Arbitration Panel shall not have the authority to alter, change, amend, modify, waive, add to or delete from any provision Paragraph "11" of this Agreement. If The parties agree, further, that the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained in the AAA rules to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, prevailing party in any Arbitration under this Agreement. If such arbitration as determined by the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel arbitrators shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees costs and expert witness fees incurred attorney's fees, if any, in connection with such frivolous claims or defenses. All provisions of this Agreement applicable to disputes generally shall apply to the Arbitration. All decisions arbitration as may be awarded by the Arbitration Panel shall be (i) decided arbitrators; provided, however, that if a proceeding is commenced to confirm and enter a judgment thereon by majority vote and (ii) final and binding on the Parties and may be enforced by any court of competent jurisdiction. (c) Notwithstanding any provision of this Agreement to the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution Courts of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable relief. (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suit, action or proceeding before any federal or state court located in the Borough of Manhattan, City of New York, each of the Parties voluntarily and irrevocably consents and (without waiving service of process) submits to the personal jurisdiction and venue of the courts located in the Borough of Manhattan, City State of New York that have subject matter jurisdictionand such application is denied, waives no such costs or attorneys fees shall be paid. In connection with the arbitrators' determination for the purpose of which party, if any, is the prevailing party, they shall take into account all objections as to venue of the facts and any claim that it is not personally subject to such jurisdiction or to seek a change of venuecircumstances including, agrees not to bring any such action or proceeding in any other forumwithout limitation, the relief sought, and waives by whom, and the right relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a trial by jury. (e) This Section 20.06 party shall survive any termination or expiration not be deemed to be the prevailing party unless the amount of the Termarbitration award is greater than fifteen (15%) percent of the amount offered in writing by the other party. For example, if the party initiating the arbitration ("A") seeks an award of $100,000 plus costs and expenses, the other party ("B") has offered A $50,000 prior to the commencement of the arbitration proceeding, and the arbitration panel awards any amount less than $57,500 to A, the panel should determine that B has "prevailed".

Governing Law; Disputes. (ai) This The Parties agree that this Agreement shall in all respects be governed by construed, governed, applied and construed enforced in accordance with the laws of the State of New York applicable to contracts made and to be performed therein, without regard giving effect to its choice the principles of law provisionsconflicts of laws. (bii) Any The Parties agree that they shall be deemed to have agreed to binding arbitration with respect to the entire subject matter of any and all disputes relating to or arising under this AgreementAgreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement and that any such arbitration shall be submitted tocommenced exclusively in New York County, and resolved exclusively and finally through, the following New York. Any such arbitration process (“Arbitration”). Except as set forth below, the Arbitration process shall be administered by one arbitrator pursuant to the commercial rules then existing of the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules in effect at the time the Dispute or Controversy is submitted to the AAA for Arbitration. The panel (the “Arbitration Panel”) will consist of three (3) neutral arbitrators (each, an “Arbitrator”) selected in accordance with applicable AAA procedures. In proposing a list of candidates for Arbitrators, AAA will take into account the Parties’ desire to obtain potential Arbitrators with significant experience in the operation State of comparable sports or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature of the dispute. Barring extraordinary circumstances, an initial conference with the Arbitration Panel shall be scheduled to take place in New York, New York within thirty (30) days after the appointment County of the third Arbitrator. At such conference, a schedule shall be established for such discovery, if any, as a majority of the Arbitration Panel deems appropriate in light of the nature of the dispute and the Parties’ desire to resolve disputes in a prompt and cost-effective manner, and the date of the Arbitration hearing shall be established by vote of a majority of the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days from the date of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place in New York, New York. Each Party irrevocably consents to In all arbitrations, judgment upon the delivery of service of process with respect to any Arbitration arbitration award may be entered in any manner permitted for the giving of notices under Section 20.04. The Arbitration Panel shall not have the authority to alter, change, amend, modify, waive, add to or delete from any provision of this Agreement. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained in the AAA rules to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, in any Arbitration under this Agreement. If the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees and expert witness fees incurred in connection with such frivolous claims or defenses. All provisions of this Agreement applicable to disputes generally shall apply to the Arbitration. All decisions by the Arbitration Panel shall be (i) decided by majority vote and (ii) final and binding on the Parties and may be enforced by any court of competent having jurisdiction. (ciii) Notwithstanding any provision of this Agreement to The Parties specifically designate the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable relief. (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suit, action or proceeding before any federal or state court located courts in the Borough of Manhattan, City State of New York, each County of the New York as properly having jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The Parties voluntarily hereby consent to and irrevocably consents and (without waiving service of process) submits submit to the personal exclusive jurisdiction and venue of the courts located in of the Borough of Manhattan, City State of New York in any action or proceeding and submit to personal jurisdiction over each of them by such courts. The Parties hereby waive personal service of any and all process and specifically consent that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring in any such action or proceeding brought in the courts of the State of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph “C” of this Article “9” of this Agreement. Nothing contained herein shall be deemed to limit in any other forum, and waives the way any right to a trial serve process in any manner permitted by jurylaw. (eiv) This Section 20.06 The Parties agree, further, that the prevailing Party in any such arbitration as determined by the arbitrators shall survive any termination or expiration of be entitled to such costs and attorney's fees, if any, in connection with such arbitration as may be awarded by the Termarbitrators.

Governing Law; Disputes. (a) 12.3.1 This Agreement shall be governed by deemed to have been entered into and shall be construed and enforced in accordance with the laws of the State of New York California as applied to contracts made and to be performed entirely within the State of California without regard giving effect to its any choice or conflict of law provisions. (b) Any 12.3.2 The Parties agree that all disputes arising under out of or in connection with this Agreement, Agreement (including whether a dispute is subject to arbitration) shall be submitted tosolely and exclusively resolved through arbitration in San Francisco, and resolved exclusively and finally through, the following arbitration process (“Arbitration”). Except as set forth below, the Arbitration process shall be administered by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules in effect at the time the Dispute or Controversy is submitted to the AAA for Arbitration. The California before a panel (the “Arbitration Panel”) will consist of three (3) neutral arbitrators (eacharbitrators, an “Arbitrator”) selected in accordance with applicable AAA procedures. In proposing a list of candidates for Arbitrators, AAA will take into account the Parties’ desire to obtain potential Arbitrators with significant experience in the operation of comparable sports or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature of the dispute. Barring extraordinary circumstances, an initial conference with the Arbitration Panel which shall be scheduled to take place in New York, New York selected as follows within thirty (30) days after from the appointment request for arbitration: Bayer shall select one arbitrator, Onyx shall select one arbitrator, and Bayer and Onyx shall seek to agree on the selection of the third Arbitratorarbitrator; provided that if Bayer and Onyx fail to agree on such third arbitrator within such thirty (30)-day period, then the arbitrators designated by Onyx and Bayer shall select the third arbitrator within fifteen (15) days. At such conference, a schedule Judgment on the award may be entered in any court having jurisdiction. The arbitration shall be established for such discovery[ * ] = Certain confidential information contained in this document, if anymarked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. administered by JAMS pursuant to its Comprehensive Arbitration Rules & Procedures, except that the Parties expressly agree that any arbitration pursuant to this Section 12.3.2 shall be a majority “baseball-style” arbitration governed by Rule 33 of the JAMS Comprehensive Arbitration Panel deems appropriate in light of the nature of the dispute and the Parties’ desire to resolve disputes in a prompt and cost-Rules & Procedures (effective mannerOctober 1, and the date of the Arbitration hearing shall be established by vote of a majority of the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days from the date of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place in New York, New York2010). Each Party irrevocably consents to shall bear its own costs and expenses in connection with a dispute brought under this Section 12.3.2, provided that Bayer and Onyx shall share equally in the delivery costs of service of process with respect to the arbitration panel and any Arbitration in any manner permitted for the giving of notices under Section 20.04. The Arbitration Panel shall not have the authority to alter, change, amend, modify, waive, add to or delete from any provision of this Agreement. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related fee imposed by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings shall be consolidated into a single arbitral proceedingJAMS. Notwithstanding anything contained in the AAA rules any Rule to the contrary, subject the Parties expressly agree to Article XIII, unless the following discovery procedures for any arbitration initiated pursuant to this Section 12.3.2: the Parties shall be entitled to take discovery within the scope provided for in the JAMS Comprehensive Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when madeRules & Procedures. With respect to limits on the type and amount of discovery, each Party shall bear be entitled to [ * ]. The arbitration panel may allow discovery beyond these limits upon a showing a good cause. 12.3.3 Without modifying the cost agreement set forth in Section 12.3.2, the Parties intend that in the event of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, in any Arbitration an operational dispute under this Agreement. If the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel Parties shall seek to resolve their differences through an expedited determination by a neutral expert who has no affiliation whatsoever with either Party. The exact process and scope of such expert determination shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees and expert witness fees incurred in connection with such frivolous claims or defenses. All provisions of this Agreement applicable to disputes generally shall apply to the Arbitration. All decisions determined by the Arbitration Panel Parties at that time (or from time to time in the event of multiple referrals to such an expert). In the absence of mutual agreement to pursue such an expedited expert determination, the rules of Section 12.3.2 shall be (i) decided by majority vote and (ii) final and binding on apply. No written statement of reasons shall accompany the arbitration decision unless both Parties and may be enforced by any court of competent jurisdiction. (c) Notwithstanding any provision of this Agreement to agree that such a statement is necessary. To the contraryextent non-monetary relief is an issue in the arbitration, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable shall submit its proposal regarding non-monetary relief. (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suit, action or proceeding before any federal or state court located in the Borough of Manhattan, City of New York, each of the Parties voluntarily and irrevocably consents and (without waiving service of process) submits to the personal jurisdiction and venue of the courts located in the Borough of Manhattan, City of New York that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring any such action or proceeding in any other forum, and waives the right to a trial by juryarbitration panel shall choose between the Parties’ proposals. (e) This Section 20.06 shall survive any termination or expiration of the Term.

Governing Law; Disputes. (a) This The Agreement shall be is governed by and construed in accordance with the laws of the State of New York without regard to its Texas and the Unites States of America as applicable, exclusive of any choice of law provisions. (b) Any disputes arising under this Agreement, shall be submitted to, principle that would require the application of the law of a different jurisdiction. The parties expressly and resolved exclusively irrevocably disclaim and finally through, waive the following arbitration process (application of the United Nations Convention on Contracts for the International Sale of Good and the Uniform Computer Information Transactions Act. The parties agree that neither the Services nor the Cloud Environment are considered “Arbitration”)goods” covered by any State version of the Uniform Commercial Code. Except as set forth below, the Arbitration process shall be administered by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules in effect at the time the Dispute or Controversy is submitted to the AAA for Arbitration. The panel (the “Arbitration Panel”) will consist of three (3) neutral arbitrators (each, an “Arbitrator”) selected in accordance with applicable AAA procedures. In proposing a list of candidates request for Arbitrators, AAA will take into account the Parties’ desire to obtain potential Arbitrators with significant experience in the operation of comparable sports or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature of the dispute. Barring extraordinary circumstances, an initial conference with the Arbitration Panel shall be scheduled to take place in New York, New York within thirty (30) days after the appointment of the third Arbitrator. At such conference, a schedule shall be established for such discovery, if any, as a majority of the Arbitration Panel deems appropriate in light of the nature of the dispute and the Parties’ desire to resolve disputes in a prompt and cost-effective manner, and the date of the Arbitration hearing shall be established by vote of a majority of the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days from the date of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place in New York, New York. Each Party irrevocably consents to the delivery of service of process with respect to any Arbitration in any manner permitted for the giving of notices under Section 20.04. The Arbitration Panel shall not have the authority to alter, change, amend, modify, waive, add to or delete from any provision of this Agreement. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained in the AAA rules to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, in any Arbitration under this Agreement. If the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees and expert witness fees incurred in connection with such frivolous claims or defenses. All provisions of this Agreement applicable to disputes generally shall apply to the Arbitration. All decisions by the Arbitration Panel shall be (i) decided by majority vote and (ii) final and binding on the Parties and may be enforced by any court of competent jurisdiction. (c) Notwithstanding any provision of this Agreement to the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for temporary injunctive or other equitable relief. (d) Any action , each party agrees that seeks injunctive it shall not file a lawsuit or other equitable relief or confirmation legal action in connection with the subject matter of an award rendered in an Arbitration may only be brought by suit, action or proceeding before any federal or state court located in this Agreement unless it has first given the Borough of Manhattan, City of New York, each other party written notice of the Parties dispute and attempted to resolve the dispute through good faith negotiation. At the request of either party, the dispute will be submitted for non-binding mediation conducted by a mutually acceptable mediator to be held in San Antonio, Texas. The parties will share equally the costs of the mediation, exclusive of any fees paid by a party to its internal or external legal advisors, accountants and experts in connection with the dispute. The use of any mediation procedures will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either party. If the dispute is not resolved through negotiation or mediation within forty-five (45) days of the date of the initial demand for mediation, the parties are free to file a lawsuit or other action. This Agreement is performable within Bexar County, Texas. Each party voluntarily and irrevocably consents and (without waiving service of process) submits to the personal exclusive jurisdiction and venue of the federal and state courts located in sitting within Bexar County, Texas, and agrees that it shall bring and maintain any lawsuit or other legal action related to the Borough of Manhattan, City of New York that have subject matter jurisdictionof this Agreement only in a court sitting in Bexar County, Texas. Neither party shall dispute the personal jurisdiction of such courts, and each party waives all objections any objection it may have as to the venue and any claim that it is not personally subject to of such jurisdiction or to seek a change of venuecourt. To the extent permitted by applicable law, agrees not to bring any such action or proceeding in any other forum, and each party waives the right to a trial by juryjury in respect of any litigation arising out of this Agreement and the parties’ activities regarding this Agreement. The prevailing party in any action or proceeding relating to this Agreement is entitled to recover reasonable legal fees and costs, including attorney’s fees. Customer must pay or reimburse 6Connex’s reasonable actual attorneys’ fees and other expenses incurred in connection with any third-party subpoena, warrant or other mandated disclosure that is unrelated to any claim between Customer and 6Connex. (e) This Section 20.06 shall survive any termination or expiration of the Term.

Governing Law; Disputes. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its choice conflicts of law provisionslaws rules. (b) Any disputes All controversies or claims arising under out of or relating to this AgreementAgreement or the subject matter hereof, other (i) than third party claims governed by the procedures set forth in Section 14 and (ii) Steering Committee deadlocks ("Claims"), shall first be submitted to the Product Committee for resolution. If the Product Committee is unable to resolve any Claims within three (3) calendar days of submission (or such other period as determined by the Product Committee), the Claim shall be submitted toto the Steering Committee for resolution. If the Steering Committee is unable to resolve any Claim within three (3) calendar days of submission (or such other period as determined by the Steering Committee), or if the Parties are unable to renegotiate the terms of this Agreement as provided herein, subject to the procedures set forth in Section 5(c) hereof, such Claim or failure to renegotiate shall be automatically submitted to arbitration. (c) There shall be three (3) arbitrators. Each Party shall select one (1) arbitrator and resolved exclusively the two arbitrators selected by each of the Parties shall select a third arbitrator. The arbitrators shall be selected within thirty (30) calendar days after submission for arbitration. Such arbitrators shall be accredited and finally throughshall not be Affiliates of either Party. In the event of the failure of the two arbitrators to agree as to the third arbitrator within twenty (20) Business Days after the appointment of the last of said two arbitrators, the following arbitration process (“Arbitration”). Except as set forth below, the Arbitration process third arbitrator shall be administered appointed by ------------------------- * Confidential treatment has been requested for certain portions of this document pursuant to an application for confidential treatment sent to the Securities and Exchange Commission. Such portions are omitted from this filing and filed separately with the Securities and Exchange Commission. the American Arbitration Association within fifteen (“AAA”15) under the Commercial Arbitration Rules in effect at the time the Dispute or Controversy is submitted Business Days thereafter. If a Party does not appoint an arbitrator who has consented to the AAA for Arbitration. The panel (the “Arbitration Panel”) will consist of three (3) neutral arbitrators (each, an “Arbitrator”) selected in accordance with applicable AAA procedures. In proposing a list of candidates for Arbitrators, AAA will take into account the Parties’ desire to obtain potential Arbitrators with significant experience in the operation of comparable sports or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature of the dispute. Barring extraordinary circumstances, an initial conference with the Arbitration Panel shall be scheduled to take place in New York, New York participate within thirty (30) days after submission for arbitration, the appointment American Arbitration Association shall make the relevant appointment. The arbitration tribunal shall conduct the arbitration in Chicago, Illinois and apply such procedural rules as the arbitrators determine are necessary or appropriate in the circumstances and shall specify the same at the commencement of the third Arbitrator. At such conference, a schedule arbitration and the substantive law set forth in Section 16(a) of this Agreement. (d) The decision of the arbitrators shall be established for such discoveryfinal and binding upon all Parties, if anyand not subject to any appeal, as a majority to the fullest extent permitted by applicable Law, and shall deal with the question of costs of arbitration and all matters related thereto. The arbitrators may in their discretion award costs, including legal fees, to the prevailing party. Decisions of the Arbitration Panel deems appropriate arbitrators shall be in light writing, and shall set forth the reasons therefor and, to the extent applicable, the manner in which the amount of the nature award was calculated, or, to the extent the dispute is related to a failure of the dispute and Parties to renegotiate as provided herein, then the Parties’ desire basis for the arbitrators' choice as to resolve disputes the appropriate terms of renegotiation. (e) Judgment upon the award rendered by the arbitration may be entered in any court having jurisdiction, or application may be made to such court for a prompt and cost-effective manner, and judicial recognition of the award or any order of enforcement thereof. (f) Any monetary award arising from the arbitration proceedings shall include interest from the date of the Arbitration hearing shall be established by vote any damages incurred for breach or other violation of a majority of the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days this Agreement and from the date of the conclusion of award, until paid in full, at a rate to be fixed by the hearingarbitrators. Unless the Parties otherwise agreeAny costs, the Arbitration shall take place fees, including, without limitation, attorneys' fees, or taxes incident to enforcing an arbitral decision rendered in New York, New York. Each Party irrevocably consents to the delivery of service of process accordance with respect to any Arbitration in any manner permitted for the giving of notices under this Section 20.04. The Arbitration Panel shall not have the authority to alter, change, amend, modify, waive, add to or delete from any provision of this Agreement. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings 16 shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained in charged against the AAA rules to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, in any Arbitration under this Agreement. If the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees and expert witness fees incurred in connection with such frivolous claims or defenses. All provisions of this Agreement applicable to disputes generally shall apply to the Arbitration. All decisions by the Arbitration Panel shall be (i) decided by majority vote and (ii) final and binding on the Parties and may be enforced by any court of competent jurisdictionnon-prevailing party. (c) Notwithstanding any provision of this Agreement to the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable relief. (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suit, action or proceeding before any federal or state court located in the Borough of Manhattan, City of New York, each of the Parties voluntarily and irrevocably consents and (without waiving service of process) submits to the personal jurisdiction and venue of the courts located in the Borough of Manhattan, City of New York that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring any such action or proceeding in any other forum, and waives the right to a trial by jury. (e) This Section 20.06 shall survive any termination or expiration of the Term.

Governing Law; Disputes. (a) This 14.1.1 The Agreement shall will be governed by and construed in accordance with the laws of the State of New York without regard to its choice of law provisionsYork. (b) 14.1.2 In the event that the Parties are unable to resolve any disagreement relating to this agreement, then either Party may initiate final, binding arbitration to resolve such dispute pursuant to this Section 14.1.2. Any disputes arising under this Agreement, such arbitration shall be submitted to, conducted by and resolved exclusively and finally through, in accordance with the following arbitration process (“Arbitration”). Except as set forth below, the Arbitration process shall be administered by applicable rules of the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules in effect at the time the Dispute or Controversy is submitted to the AAA for Arbitration. The panel (the “Arbitration Panel”) will consist of three (3) neutral arbitrators (each, an “Arbitrator”) selected in accordance with applicable AAA procedures. In proposing by a list of candidates for Arbitrators, AAA will take into account the Parties’ desire to obtain potential Arbitrators single independent arbitrator with significant experience in arbitrating matters related to the operation biopharmaceutical industry and mutually agreed to by the Parties; provided that if the Parties are unable to agree on a single arbitrator within [***] days of comparable sports or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature notice of the dispute. Barring extraordinary circumstances, an initial conference the arbitrator shall be appointed in accordance with the Arbitration Panel rules of the AAA. In such arbitration, the arbitrator shall select an independent technical expert with significant experience relating to the subject matter of such dispute to advise the arbitrator with respect to the subject matter of [***] 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. the dispute. The place of arbitration shall be scheduled to take place in New York, New York within thirty (30) days after the appointment of the third Arbitrator. At such conference, a schedule shall be established for such discovery, if any, as a majority of the Arbitration Panel deems appropriate in light of the nature of the dispute and the Parties’ desire to resolve disputes in a prompt and cost-effective manner, and the date of the Arbitration hearing shall be established by vote of a majority of the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days from the date of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place in New York, New York. Each Party irrevocably consents to The costs of such arbitration, including administrative and arbitrators’ fees, shall be [***], including experts’ and attorneys’ fees, in connection with the delivery of service of process with respect to any Arbitration in any manner permitted for the giving of notices under Section 20.04arbitration. The Arbitration Panel Parties shall use good faith efforts to complete arbitration under this Section 14.1.2 within [***] months following the initiation of such arbitration. The arbitrator shall establish reasonable additional procedures to facilitate and complete such arbitration within such period. The arbitrator shall determine what discovery will be permitted, consistent with the goal of limiting the cost and time which the parties must expend for discovery; provided the arbitrator shall permit such discovery as the arbitrator deems necessary to permit an equitable resolution of the dispute. The arbitrator shall not have order or require discovery against either party of a type or scope that is not permitted against the authority to alter, change, amend, modify, waive, add to or delete from any provision of this Agreementother party. If the Parties initiate multiple All arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings shall be consolidated into conducted and all evidence and communications shall be in English. No punitive damages may be granted by the arbitrator. Any decision that requires a single arbitral proceedingmonetary payment shall require such payment to be payable in Dollars, free of any tax or other deduction. Notwithstanding anything contained in The arbitration proceedings and the AAA rules decision shall not be made public without the joint consent of the parties, and each party shall maintain the confidentiality of such proceedings and decision unless otherwise permitted by the other party, except to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation extent (and expert witness fees, as well as its share of the fees and costs payable solely to the AAA and extent) either party is required to disclose such information by applicable securities or other laws. The parties agree that the Arbitrators, in any Arbitration under this Agreement. If the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel decision shall be entitled to require the Party that made such frivolous or knowingly false sole, exclusive and binding remedy between them regarding any and all disputes, controversies, claims or defenses to bear all or a portion of the other Party’s legal fees and expert witness fees incurred in connection with such frivolous claims or defenses. All provisions of this Agreement applicable to disputes generally shall apply counterclaims presented to the Arbitrationarbitrator. All decisions by the Arbitration Panel shall be (i) decided by majority vote and (ii) final and binding on the Parties and Any award may be enforced by any court of competent jurisdiction. (c) Notwithstanding any provision of this Agreement to the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described entered in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable relief. (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suit, action or proceeding before any federal or state court located in the Borough of Manhattan, City of New York, each a judicial recognition of the Parties voluntarily decision and irrevocably consents and (without waiving service applicable orders of process) submits enforcement. Notwithstanding the foregoing, either party may apply to the personal any court of competent jurisdiction and venue for appropriate temporary injunctive relief pending resolution of the courts located in the Borough of Manhattan, City of New York that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring any such action or proceeding in any other forum, and waives the right to a trial by jury. (e) This Section 20.06 shall survive any termination or expiration of the Term.arbitration proceeding

Governing Law; Disputes. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its choice of law provisionsTHIS LETTER AGREEMENT AND ALL DISPUTES AND CONTROVERSIES ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE AND WITHOUT REFERENCE TO THE CHOICE-OF-LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF A DIFFERENT JURISDICTION. (b) Any disputes dispute, claim, controversy or difference arising under out of or in connection with this AgreementAgreement or the transactions contemplated hereby, including any question regarding its existence, validity, interpretation, performance or termination or any dispute regarding any noncontractual obligation arising out of or in connection with it (a “Dispute”), shall be submitted to, and resolved exclusively and finally through, the following determined by arbitration process (“Arbitration”). Except as set forth below, the Arbitration process shall be administered by the American Hong Kong International Arbitration Association Centre (“AAAHKIAC”) under in accordance with the Commercial HKIAC Administered Arbitration Rules then in effect at the time the Dispute or Controversy is submitted to the AAA for Arbitrationeffect. The panel award may be entered in any Court having competent jurisdiction thereof. (the “Arbitration Panel”c) will consist of There shall be three (3) neutral arbitrators. Parent and Investor agree that one arbitrator shall be designated by the claimant side of any arbitration (whether there are one or more claimants) and one arbitrator shall be designated by the respondent side of any arbitration (whether there are one or more respondents). Such arbitrators shall be designated within twenty (each, an “Arbitrator”20) selected in accordance with applicable AAA procedures. In proposing a list days of candidates for Arbitrators, AAA will take into account receipt by respondent (or respondents as the Parties’ desire to obtain potential Arbitrators with significant experience in the operation of comparable sports or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature case may be) of the dispute. Barring extraordinary circumstancesnotice of arbitration; the third, an initial conference with the Arbitration Panel presiding, arbitrator shall be scheduled to take place in New York, New York within thirty (30) days after the appointment designated by agreement of the third Arbitrator. At such conference, a schedule shall be established for such discovery, if any, as a majority of the Arbitration Panel deems appropriate in light of the nature of the dispute and the Parties’ desire to resolve disputes in a prompt and costtwo (2) party-effective manner, and the date of the Arbitration hearing shall be established by vote of a majority of the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than appointed arbitrators within fourteen (14) days from the date of the conclusion selection of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place in New York, New York. Each Party irrevocably consents to the delivery of service of process with respect to any Arbitration in any manner permitted for the giving of notices under Section 20.04. The Arbitration Panel shall not have the authority to alter, change, amend, modify, waive, add to or delete from any provision of this Agreement. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained in the AAA rules to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, in any Arbitration under this Agreement. If the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees and expert witness fees incurred in connection with such frivolous claims or defenses. All provisions of this Agreement applicable to disputes generally shall apply to the Arbitration. All decisions by the Arbitration Panel shall be (i) decided by majority vote and (ii) final and binding on the Parties and may be enforced by any court of competent jurisdiction. (c) Notwithstanding any provision of this Agreement to the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable reliefparty-appointed arbitrators. (d) Any action that seeks injunctive The seat or other equitable relief or confirmation place of an award rendered in an Arbitration may only arbitration shall be brought by suit, action or proceeding before any federal or state court located in the Borough of Manhattan, City of New York, each Hong Kong. The language of the Parties voluntarily and irrevocably consents and (without waiving service of process) submits to the personal jurisdiction and venue of the courts located in the Borough of Manhattan, City of New York that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring any such action or proceeding in any other forum, and waives the right to a trial by juryarbitration shall be English. (e) This Section 20.06 agreement to arbitrate shall survive be binding upon Parent and Investor, and their respective permitted successor and assigns. The arbitrators shall have no authority to award consequential, special or punitive damages. The arbitrators shall award to the prevailing party, if any, as determined by the arbitrators, its reasonable attorneys’ fees and costs. (f) Except as may be required by law, no party hereto may disclose the existence, content (including all submissions made to the arbitral tribunal and the transcript of any termination proceedings) or expiration any and all orders, decisions, and awards issued by the arbitral tribunal without the prior written consent of the Termother party hereto, unless necessary to protect or pursue a legal right, including the right to seek annulment, recognition, and/or enforcement of any award.

Governing Law; Disputes. (ai) This Agreement (and any claim or controversy arising out of or relating to this Agreement) shall be governed by and construed in accordance with with, the laws of the State of New York without regard to its choice of law provisionsYork. (bii) Any disputes dispute, claim, controversy or difference arising under out of or in connection with this AgreementAgreement or the transactions contemplated hereby, including any question regarding its existence, validity, interpretation, performance or termination or any dispute regarding any noncontractual obligation arising out of or in connection with it (a “Dispute”), shall be submitted to, and resolved exclusively and finally through, the following determined by arbitration process (“Arbitration”). Except as set forth below, the Arbitration process shall be administered by the American Hong Kong International Arbitration Association Centre (“AAAHKIAC”) under in accordance with the Commercial HKIAC Administered Arbitration Rules then in effect at the time the Dispute or Controversy is submitted to the AAA for Arbitrationeffect. The panel award may be entered in any Court having competent jurisdiction thereof. (the “Arbitration Panel”iii) will consist of There shall be three (3) neutral arbitrators. The Company and the Shareholder agree that one arbitrator shall be designated by the claimant side of any arbitration (whether there are one or more claimants) and one arbitrator shall be designated by the respondent side of any arbitration (whether there are one or more respondents). Such arbitrators shall be designated within twenty (each, an “Arbitrator”20) selected in accordance with applicable AAA procedures. In proposing a list days of candidates for Arbitrators, AAA will take into account receipt by respondent (or respondents as the Parties’ desire to obtain potential Arbitrators with significant experience in the operation of comparable sports or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature case may be) of the dispute. Barring extraordinary circumstancesnotice of arbitration; the third, an initial conference with the Arbitration Panel presiding, arbitrator shall be scheduled to take place in New York, New York designated by agreement of the two (2) party-appointed arbitrators within thirty fourteen (3014) days after the appointment of the third Arbitrator. At such conference, a schedule selection of the party-appointed arbitrators. (iv) The seat or place of arbitration shall be established for such discoveryHong Kong. The language of the arbitration shall be English. (v) This agreement to arbitrate shall be binding upon the Company and the Shareholder, and their respective successor and assigns. The arbitrators shall have no authority to award consequential, special or punitive damages. The arbitrators shall award to the prevailing party, if any, as a majority of determined by the Arbitration Panel deems appropriate in light of arbitrators, its reasonable attorneys’ fees and costs. (vi) Except as may be required by law, no party hereto may disclose the nature of existence, content (including all submissions made to the dispute arbitral tribunal and the Parties’ desire to resolve disputes in a prompt transcript of any proceedings) or any and cost-effective mannerall orders, decisions, and awards issued by the date of arbitral tribunal without the Arbitration hearing shall be established by vote of a majority of the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days from the date of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place in New York, New York. Each Party irrevocably consents to the delivery of service of process with respect to any Arbitration in any manner permitted for the giving of notices under Section 20.04. The Arbitration Panel shall not have the authority to alter, change, amend, modify, waive, add to or delete from any provision of this Agreement. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained in the AAA rules to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, in any Arbitration under this Agreement. If the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion prior written consent of the other Party’s party hereto, unless necessary to protect or pursue a legal fees and expert witness fees incurred in connection with such frivolous claims or defenses. All provisions of this Agreement applicable to disputes generally shall apply to the Arbitration. All decisions by the Arbitration Panel shall be (i) decided by majority vote and (ii) final and binding on the Parties and may be enforced by any court of competent jurisdiction. (c) Notwithstanding any provision of this Agreement to the contraryright, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable relief. (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suit, action or proceeding before any federal or state court located in the Borough of Manhattan, City of New York, each of the Parties voluntarily and irrevocably consents and (without waiving service of process) submits to the personal jurisdiction and venue of the courts located in the Borough of Manhattan, City of New York that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring any such action or proceeding in any other forum, and waives including the right to a trial by juryseek annulment, recognition, and/or enforcement of any award. (e) This Section 20.06 shall survive any termination or expiration of the Term.

Governing Law; Disputes. (a) This Agreement and the legal relations between the parties hereto shall be governed by and construed in accordance with the laws of the State of New York Delaware, without regard to its choice the conflict of law provisionslaws rules thereof. (b) Any disputes The Parties agree that any other dispute, claim or disagreement arising under out of or relating to this Agreement or the transactions contemplated by this Agreement, shall be submitted toincluding the negotiation, and resolved exclusively and finally throughexecution, interpretation, performance or non-performance of this Agreement, the following arbitration process (“Arbitration”). Except as set forth belowparties shall first submit the dispute, the Arbitration process shall be claim or disagreement to non-binding mediation administered by the American Arbitration Association (the “AAA”) under in accordance with its Commercial Mediation Procedures. The place of mediation shall be Dallas, Texas. If the dispute, claim or disagreement is not resolved within 30 days after the initial mediation meeting among the parties and the mediator, or if the mediation is otherwise terminated, then either party may submit the dispute, claim or disagreement to binding arbitration administered by the AAA in accordance with the provisions of its Commercial Arbitration Rules in effect at the time the Dispute or Controversy is submitted to the AAA for Arbitration. The panel (the “Arbitration PanelRules”) will consist and, except as provided below, such arbitration shall be the sole means of dispute resolution. The place of arbitration shall be Delaware. The arbitration shall be conducted by a panel of three (3) neutral arbitrators (each, an “Arbitrator”) selected in accordance with applicable AAA proceduresthe Rules, unless the parties otherwise agree to one arbitrator. In proposing Any mediator or arbitrator selected under this Section 13.6(b) shall be a list of candidates for Arbitrators, AAA will take into account the Parties’ desire to obtain potential Arbitrators practicing corporate attorney with significant experience in the operation of comparable sports or entertainment facilities or in the entertainment commercial agreements and sports business generally, or with specific experience regarding the nature of the dispute. Barring extraordinary circumstances, an initial conference with the Arbitration Panel shall be scheduled to take place in New York, New York within thirty (30) days after the appointment of the third Arbitrator. At such conference, a schedule shall be established for such discovery, if any, as a majority of the Arbitration Panel deems appropriate in light of the nature of the dispute acquisitions and the Parties’ desire to resolve disputes in a prompt and cost-effective manner, and the date of the Arbitration hearing shall be established by vote of a majority of the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days from the date of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place in New York, New York. Each Party irrevocably consents to the delivery of service of process with respect to any Arbitration in any manner permitted for the giving of notices under Section 20.04. The Arbitration Panel shall not have been employed or engaged by or affiliated with either of the authority to alter, change, amend, modify, waive, add to parties or delete from any provision of this Agreementtheir respective Affiliates. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings Each party shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained in the AAA rules to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall initially bear the cost of its own legal representation costs and expert witness expenses in connection with any mediation or arbitration hereunder, including, without limitation, its attorneys’ fees, as well as its and an equal share of the mediator’s or arbitrator’s and administrative fees and costs payable to of mediation or arbitration. The decision of the AAA and the Arbitrators, in any Arbitration under this Agreement. If the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel arbitrators shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion in writing but without any statement of the other Party’s legal fees reasoning therefore, and expert witness fees shall include a determination of responsibility for all costs and expenses incurred in connection with such frivolous claims or defenses. All provisions of this Agreement applicable to disputes generally shall apply to the Arbitration. All decisions by the Arbitration Panel shall be (i) decided by majority vote and (ii) final and binding on the Parties and prevailing party. Judgment upon an arbitration award may be enforced by entered in any court of competent jurisdiction. (cjurisdiction and shall be final, binding and non-appealable. Notwithstanding anything in this Section 13.6(b) Notwithstanding any provision of this Agreement to the contrary, each Party may party shall be entitled to seek injunctive or other equitable relief (but not a declaratory judgment) from a court without first submitting the matter to mediation or arbitration in accordance with the provisions of law, as described in this Section 20.06(d13.6(b), even if a similar or related matter has already been referred to mediation or arbitration in accordance with respect the terms of this Section 13.6(b). Venue for any action permitted to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable relief. (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suit, action or proceeding before any in court under this Section 13.6(b) shall be the appropriate state and federal or state court located in the Borough of Manhattan, City of New York, each of the Parties voluntarily and irrevocably consents and (without waiving service of process) submits to the personal jurisdiction and venue of the courts located in the Borough of Manhattan, City of New York that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring any such action or proceeding in any other forum, and waives the right to a trial by juryDelaware. (e) This Section 20.06 shall survive any termination or expiration of the Term.

Governing Law; Disputes. (a) This Agreement The mutual obligations of the Parties hereunder shall be governed by Belgian law (excluding Belgian conflict of laws rules) and construed in accordance any other provision of Belgian corporate law under which any provision hereof may be deemed unenforceable. Accordingly, the Parties hereby irrevocably waive their right to invoke against each other any applicable mandatory provision of Polish law that may conflict with the laws provisions of this Agreement. Any dispute arising in connection with this Agreement shall be finally settled under the Rules of Conciliation and Arbitration of the State International Chamber of New York without regard to its choice of law provisions. (b) Any disputes arising under this Agreement, shall be submitted to, and resolved exclusively and finally through, the following arbitration process (“Arbitration”). Except as set forth below, the Arbitration process shall be administered by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules in effect at the time the Dispute or Controversy is submitted to the AAA for Arbitration. The panel Commerce (the “Arbitration Panel”"ICC") will consist as existing as of the date of commencement of the arbitration proceedings by an arbitral tribunal composed of three (3) neutral arbitrators designated by the ICC in accordance with said Rules. The arbitration proceedings shall take place in Brussels, Belgium and shall be conducted in the English language. The arbitral award shall be binding upon the parties to the arbitration and judgment upon any award rendered may be entered in any court having jurisdiction. The prevailing party in the arbitration shall be paid the arbitration fees and reasonable attorneys fees and expenses incurred by it. Notwithstanding the provisions of this Article 11.2, the Parties agree that, prior to any Party submitting to arbitration of any claim, dispute or disagreement (each, an “Arbitrator”a "Disagreement") selected arising in accordance connection with applicable AAA procedures. In proposing a list of candidates for Arbitratorsthis Agreement, AAA will take into account such Party shall notify such Disagreement to the Parties’ desire to obtain potential Arbitrators with significant experience in other Party, after which the operation of comparable sports or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature senior management of the dispute. Barring extraordinary circumstances, an initial conference with the Arbitration Panel Parties shall be scheduled to take place negotiate in New York, New York within good faith for a period of thirty (30) days to resolve such Disagreement. If at the end of such thirty (30) day period, the Disagreement persists, there shall be a fifteen (15) day cooling-off period, after the appointment which there shall be a further period of thirty (30) days of negotiations which shall include at least one face-to-face meeting of the third Arbitrator. At such conferencechief executive officer, a schedule shall be established for such discovery, if any, as a majority chief operating officer and/or chief financial officer of the Arbitration Panel deems appropriate in light of the nature of the dispute and the Parties’ desire to resolve disputes in a prompt and cost-effective manner, and the date of the Arbitration hearing shall be established by vote of a majority of the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days from the date of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place in New York, New York. Each Party irrevocably consents to the delivery of service of process with respect to any Arbitration in any manner permitted for the giving of notices under Section 20.04. The Arbitration Panel shall not have the authority to alter, change, amend, modify, waive, add to or delete from any provision of this Agreement. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained in the AAA rules to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, in any Arbitration under this Agreement. If the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees and expert witness fees incurred in connection with such frivolous claims or defenses. All provisions of this Agreement applicable to disputes generally shall apply to the Arbitration. All decisions by the Arbitration Panel shall be (i) decided by majority vote and (ii) final and binding on the Parties and may be enforced by any court of competent jurisdiction. (c) Notwithstanding any provision of this Agreement to the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable relief. (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suit, action or proceeding before any federal or state court located in the Borough of Manhattan, City of New York, each of the Parties voluntarily Canal+ and irrevocably consents and (without waiving service of process) submits to the personal jurisdiction and venue of the courts located in the Borough of Manhattan, City of New York that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring any such action or proceeding in any other forum, and waives the right to a trial by juryUPC. (e) This Section 20.06 shall survive any termination or expiration of the Term.

Governing Law; Disputes. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard law will govern the interpretation and enforcement of this Agreement and Orders under it; however, the Federal Arbitration Act will govern all issues of arbitrability. In the event of a claim, controversy, or dispute arising out of or related to its choice of law provisions. (b) Any disputes arising under this Agreement, shall be submitted toan Order, the Software, or Services, each party agrees to give the other prompt notice of such, and both agree to meet and confer promptly to engage in good faith discussions to try to resolve the matter. Any such controversy, claim or dispute which is not resolved exclusively and finally through, through the following arbitration process (“Arbitration”). Except as procedure set forth below, the Arbitration process shall be administered by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules in effect at the time the Dispute or Controversy is submitted to the AAA for Arbitration. The panel (the “Arbitration Panel”) will consist of three (3) neutral arbitrators (each, an “Arbitrator”) selected in accordance with applicable AAA procedures. In proposing a list of candidates for Arbitrators, AAA will take into account the Parties’ desire to obtain potential Arbitrators with significant experience in the operation of comparable sports or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature of the dispute. Barring extraordinary circumstances, an initial conference with the Arbitration Panel shall be scheduled to take place in New York, New York above within thirty (30) days after will be resolved by arbitration in Dayton, Ohio before a sole mutually-agreeable arbitrator who is an attorney with experience in cloud computing under the appointment then-current Commercial Arbitration Rules of the third ArbitratorAmerican Arbitration Association. At The duty and right to arbitrate will extend to any employee, officer, director, shareholder, agent, affiliate, supplier, or contractor of a party to the extent such conferenceright or duty arises through a party or is related to this Agreement, a schedule an Order, the Software, or Services. There shall be established no right or authority for such discoveryany claims to be arbitrated as a class member in any purported class or representative proceeding. The decision and award of the arbitrator will be final and binding, and the award rendered may be entered in any court having jurisdiction thereof. The arbitrator is directed to hear and decide potentially-dispositive motions in advance of the hearing-on-the-merits by applying the applicable law to uncontested facts and documents. Except to the extent, if any, as a majority of elected in writing by the Arbitration Panel deems appropriate in light of claiming party, the nature of the dispute and the Parties’ desire obligation to resolve disputes in a prompt and cost-effective manner, and the date of the Arbitration hearing shall be established by vote arbitrate hereunder will not apply to claims for misuse or infringement of a majority party’s intellectual property; and, a claiming party may seek an injunction in court to prevent misuse or infringement of its intellectual property pending the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days from the date appointment of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place in New York, New York. Each Party irrevocably consents to the delivery of service of process with respect to any Arbitration in any manner permitted for the giving of notices under Section 20.04an arbitrator. The Arbitration Panel shall not have arbitrator will enforce the authority to alter, change, amend, modify, waive, add to or delete from any provision of this Agreement. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained in the AAA rules to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, in any Arbitration under this Agreement. If the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees and expert witness fees incurred in connection with such frivolous claims or defenses. All provisions terms of this Agreement and the Order(s) at issue and will have no authority to award any damages in excess of the limitations and exclusions set forth in this Agreement or in an applicable to disputes generally shall apply Order. Neither party may bring a claim more than 2 years after the underlying cause of action first accrues or the party bringing the claim, using reasonable care, first discovers or should have discovered the underlying facts giving rise to the Arbitration. All decisions by the Arbitration Panel shall be (i) decided by majority vote and (ii) final and binding on the Parties and may be enforced by any court of competent jurisdictionclaim, whichever is later. (c) Notwithstanding any provision of this Agreement to the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable relief. (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suit, action or proceeding before any federal or state court located in the Borough of Manhattan, City of New York, each of the Parties voluntarily and irrevocably consents and (without waiving service of process) submits to the personal jurisdiction and venue of the courts located in the Borough of Manhattan, City of New York that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring any such action or proceeding in any other forum, and waives the right to a trial by jury. (e) This Section 20.06 shall survive any termination or expiration of the Term.

Governing Law; Disputes. (a) This Agreement shall be governed by and construed in accordance with Section 5-1401 of the General Obligations Law of New York in all respects be construed, governed, applied and enforced under the internal laws of the State of New York without regard giving effect to its choice the principles of law provisions. (b) Any disputes arising under this Agreement, conflicts of laws and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York. The parties agree that they shall be submitted to, and resolved exclusively and finally through, the following deemed to have agreed to binding arbitration process (“Arbitration”). Except as set forth below, the Arbitration process shall be administered by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules in effect at the time the Dispute or Controversy is submitted to the AAA for Arbitration. The panel (the “Arbitration Panel”) will consist of three (3) neutral arbitrators (each, an “Arbitrator”) selected in accordance with applicable AAA procedures. In proposing a list of candidates for Arbitrators, AAA will take into account the Parties’ desire to obtain potential Arbitrators with significant experience in the operation of comparable sports or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature of the dispute. Barring extraordinary circumstances, an initial conference with the Arbitration Panel shall be scheduled to take place in New York, New York within thirty (30) days after the appointment of the third Arbitrator. At such conference, a schedule shall be established for such discovery, if any, as a majority of the Arbitration Panel deems appropriate in light of the nature of the dispute and the Parties’ desire to resolve disputes in a prompt and cost-effective manner, and the date of the Arbitration hearing shall be established by vote of a majority of the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days from the date of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place solely in New York, New York. Each Party irrevocably consents to the delivery of service of process , with respect to the entire subject matter of any Arbitration in any manner permitted for the giving of notices under Section 20.04. The Arbitration Panel shall not have the authority to alter, change, amend, modify, waive, add and all disputes relating to or delete from any provision arising under this Agreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement. If the Parties initiate multiple Any such arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings shall be consolidated into by a single arbitral proceeding. Notwithstanding anything contained panel of three arbitrators and pursuant to the commercial rules then existing of the American Arbitration Association in the AAA rules to State of New York, County of New York. In all arbitrations, judgment upon the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, arbitration award may be entered in any Arbitration under this Agreementcourt having jurisdiction. If The parties agree, further, that the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, prevailing party in any such arbitration as determined by the Arbitration Panel arbitrators shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees costs and expert witness fees incurred attorney's fees, if any, in connection with such frivolous claims arbitration as may be awarded by the arbitrators. In connection with the arbitrators’ determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen (15%) percent or defensesmore. All provisions For example, if the party initiating arbitration (“A”) seeks an award of this Agreement applicable to disputes generally shall apply one hundred thousand ($100,000) dollars plus costs and expenses, the other party (“B”) has offered A fifty thousand ($50,000) dollars in a legally binding written offer prior to the Arbitration. All decisions by commencement of the Arbitration Panel shall be arbitration proceeding, and the arbitration panel awards any amount less than fifty-seven thousand five hundred (i$57,500) decided by majority vote and (ii) final and binding on the Parties and may be enforced by any court of competent jurisdiction. (c) Notwithstanding any provision of this Agreement dollars to the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitrationA, the Arbitration procedures set forth above will continue to govern panel should determine that B has “prevailed”. The parties specifically designate the ultimate resolution of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable relief. (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suit, action or proceeding before any federal or state court located courts in the Borough of Manhattan, City of New York, each of the Parties voluntarily and irrevocably consents and (without waiving service of process) submits to the personal jurisdiction and venue of the courts located in the Borough of Manhattan, City State of New York as properly having jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to personal jurisdiction over each of them solely by the courts of the State of New York in any action or proceeding, waive personal service of any and all process and specifically consent that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring in any such action or proceeding in any other forum, and waives the right to a trial by jury. (e) This Section 20.06 shall survive any termination or expiration courts of the TermState of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph “(C)” of this Article “3” of this Agreement.

Governing Law; Disputes. (a) This Agreement shall be governed by and construed in accordance with Section 5-1401 of the General Obligations Law of New York in all respects be construed, governed, applied and exclusively enforced under the internal laws of the State of New York without regard giving effect to its choice the principles of law provisions. (b) Any disputes arising under this Agreement, conflicts of laws and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York. The parties agree that they shall be submitted to, and resolved exclusively and finally through, the following deemed to have agreed to binding arbitration process (“Arbitration”). Except as set forth below, the Arbitration process shall be administered by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules in effect at the time the Dispute or Controversy is submitted to the AAA for Arbitration. The panel (the “Arbitration Panel”) will consist of three (3) neutral arbitrators (each, an “Arbitrator”) selected in accordance with applicable AAA procedures. In proposing a list of candidates for Arbitrators, AAA will take into account the Parties’ desire to obtain potential Arbitrators with significant experience in the operation of comparable sports or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature of the dispute. Barring extraordinary circumstances, an initial conference with the Arbitration Panel shall be scheduled to take place in New York, New York within thirty (30) days after York, with respect to the appointment entire subject matter of any and all disputes relating to or arising under this Agreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement. Any such arbitration shall be by a panel of three arbitrators and pursuant to the commercial rules then existing of the third ArbitratorAmerican Arbitration Association in the State of New York, County of New York. At In all arbitrations, judgment upon the arbitration award may be entered in any court having jurisdiction. The parties agree, further, that the prevailing party in any such conference, a schedule arbitration as determined by the arbitrators shall be established for entitled to such discoverycosts and attorney's fees, if any, in connection with such arbitration as a majority may be awarded by the arbitrators. In connection with the arbitrators’ determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the Arbitration Panel deems appropriate in light of factors and circumstances including, without limitation, the nature of the dispute relief sought, and the Parties’ desire to resolve disputes in a prompt and cost-effective mannerby whom, and the date relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the Arbitration hearing arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen percent (15%) or more. For example, if the party initiating arbitration (“A”) seeks an award of $100,000 plus costs and expenses, the other party (“B”) has offered A $50,000 in a legally binding written offer prior to the commencement of the arbitration proceeding, and the arbitration panel awards any amount less than $57,500 to A, the panel should determine that B has “prevailed”. The parties specifically designate the courts in the City of New York, State of New York as properly having jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to personal jurisdiction over each of them by the courts of the State of New York in any action or proceeding, waive personal service of any and all process and specifically consent that in any such action or proceeding, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph “D” of this Article “18” of this Agreement. The arbitration panel shall have no power to award non-monetary or equitable relief of any sort. It shall also have no power to award (a) damages inconsistent with any applicable agreement between the parties or (b) punitive damages or any other damages not measured by the prevailing party’s actual damages; and the parties expressly waive their right to obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy which could not be made or imposed by a court deciding the matter in the same jurisdiction. Discovery shall be established permitted in connection with the arbitration only to the extent, if any, expressly authorized by vote the arbitration panel upon a showing of a majority substantial need by the party seeking discovery. All aspects of the Arbitration Panelarbitration shall be treated as confidential. Barring extraordinary circumstancesThe parties and the arbitration panel may disclose the existence, the award will be rendered no later than fourteen (14) days from the date content or results of the conclusion arbitration only as provided in the rules of the hearing. Unless the Parties otherwise agree, the American Arbitration shall take place Association in New York, New York. Each Party irrevocably consents to the delivery of service of process with respect to any Arbitration in any manner permitted for the giving of notices under Section 20.04. The Arbitration Panel shall not have the authority to alter, change, amend, modify, waive, add to or delete from any provision of this Agreement. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained in the AAA rules to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, in any Arbitration under this Agreement. If the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees and expert witness fees incurred in connection with such frivolous claims or defenses. All provisions of this Agreement applicable to disputes generally shall apply to the Arbitration. All decisions by the Arbitration Panel shall be (i) decided by majority vote and (ii) final and binding on the Parties and may be enforced by any court of competent jurisdiction. (c) Notwithstanding any provision of this Agreement to the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable relief. (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suit, action or proceeding before any federal or state court located in the Borough of Manhattan, City of New York, each of the Parties voluntarily and irrevocably consents and (without waiving service of process) submits to the personal jurisdiction and venue of the courts located in the Borough of Manhattan, City of New York that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring Before making any such action or proceeding in any disclosure, a party shall give written notice to all other forum, parties and waives the right shall afford such parties a reasonable opportunity to a trial by juryprotect their interest. (e) This Section 20.06 shall survive any termination or expiration of the Term.

Governing Law; Disputes. (a) This Agreement shall be governed by and construed in accordance with Section 5-1401 of the General Obligations Law of New York in all respects be construed, governed, applied and enforced under the internal laws of the State of New York without regard giving effect to its choice the principles of law provisions. (b) Any disputes arising under this Agreement, conflicts of laws and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York. The parties agree that they shall be submitted to, and resolved exclusively and finally through, the following deemed to have agreed to binding arbitration process (“Arbitration”). Except as set forth below, the Arbitration process shall be administered by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules in effect at the time the Dispute or Controversy is submitted to the AAA for Arbitration. The panel (the “Arbitration Panel”) will consist of three (3) neutral arbitrators (each, an “Arbitrator”) selected in accordance with applicable AAA procedures. In proposing a list of candidates for Arbitrators, AAA will take into account the Parties’ desire to obtain potential Arbitrators with significant experience in the operation of comparable sports or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature of the dispute. Barring extraordinary circumstances, an initial conference with the Arbitration Panel shall be scheduled to take place solely in New York, New York within thirty (30) days after York, with respect to the appointment entire subject matter of any and all disputes relating to or arising under this Agreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement. Any such arbitration shall be by a panel of three arbitrators and pursuant to the commercial rules then existing of the third ArbitratorAmerican Arbitration Association in the State of New York, County of New York. At In all arbitrations, judgment upon the arbitration award may be entered in any court having jurisdiction. The parties agree, further, that the prevailing party in any such conference, a schedule arbitration as determined by the arbitrators shall be established for entitled to such discoverycosts and attorney's fees, if any, in connection with such arbitration as a majority may be awarded by the arbitrators. In connection with the arbitrators' determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the Arbitration Panel deems appropriate in light of factors and circumstances including, without limitation, the nature of the dispute relief sought, and the Parties’ desire to resolve disputes in a prompt and cost-effective mannerby whom, and the date relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the Arbitration hearing arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen percent (15%) or more. For example, if the party initiating arbitration ("A") seeks an award of $100,000 plus costs and expenses, the other party ("B") has offered A $50,000 in a legally binding written offer prior to the commencement of the arbitration proceeding, and the arbitration panel awards any amount less than $57,500 to A, the panel should determine that B has "prevailed". The parties specifically designate the courts in the City of New York, State of New York as properly having jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to personal jurisdiction over each of them solely by the courts of the State of New York in any action or proceeding, waive personal service of any and all process and specifically consent that in any such action or proceeding brought in the courts of the State of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph "C" of this Article "11" of this Agreement. The arbitration panel shall have no power to award non-monetary or equitable relief of any sort. It shall also have no power to award (i) damages inconsistent with any applicable agreement between the parties or (ii) punitive damages or any other damages not measured by the prevailing party's actual damages; and the parties expressly waive their right to obtain such damages in arbitration or in any other forum. In no event, even if any other portion of these provisions is held invalid or unenforceable, shall the arbitration panel have power to make an award or impose a remedy which could not be made or imposed by a court deciding the matter in the same jurisdiction. Discovery shall be established permitted in connection with the arbitration only to the extent, if any, expressly authorized by vote the arbitration panel upon a showing of a majority substantial need by the party seeking discovery. All aspects of the Arbitration Panelarbitration shall be treated as confidential. Barring extraordinary circumstancesThe parties and the arbitration panel may disclose the existence, the award will be rendered no later than fourteen (14) days from the date content or results of the conclusion arbitration only as provided in the rules of the hearing. Unless the Parties otherwise agree, the American Arbitration shall take place Association in New York, New York. Each Party irrevocably consents to the delivery of service of process with respect to any Arbitration in any manner permitted for the giving of notices under Section 20.04. The Arbitration Panel shall not have the authority to alter, change, amend, modify, waive, add to or delete from any provision of this Agreement. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained in the AAA rules to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, in any Arbitration under this Agreement. If the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees and expert witness fees incurred in connection with such frivolous claims or defenses. All provisions of this Agreement applicable to disputes generally shall apply to the Arbitration. All decisions by the Arbitration Panel shall be (i) decided by majority vote and (ii) final and binding on the Parties and may be enforced by any court of competent jurisdiction. (c) Notwithstanding any provision of this Agreement to the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable relief. (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suit, action or proceeding before any federal or state court located in the Borough of Manhattan, City of New York, each of the Parties voluntarily and irrevocably consents and (without waiving service of process) submits to the personal jurisdiction and venue of the courts located in the Borough of Manhattan, City of New York that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring Before making any such action or proceeding in any disclosure, a party shall give written notice to all other forum, parties and waives the right shall afford such parties a reasonable opportunity to a trial by juryprotect their interest. (e) This Section 20.06 shall survive any termination or expiration of the Term.

Governing Law; Disputes. (a) This The parties agree that this Agreement shall in all respects be governed by construed, governed, applied and construed enforced in accordance with the laws of the State of New York and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York, without regard giving effect to its choice the principles of law provisions. (b) Any conflicts of law. Except as otherwise provided in Article “22” of this Agreement, the parties agree that they shall be deemed to have agreed to binding arbitration with respect to the entire subject matter of any and all disputes relating to or arising under this AgreementAgreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement and that any such arbitration shall be submitted tocommenced exclusively in New York County, and resolved exclusively and finally through, the following New York. Any such arbitration process (“Arbitration”). Except as set forth below, the Arbitration process shall be administered by a panel of three arbitrators and pursuant to the commercial rules then existing of the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules in effect at the time the Dispute or Controversy is submitted to the AAA for Arbitration. The panel (the “Arbitration Panel”) will consist of three (3) neutral arbitrators (each, an “Arbitrator”) selected in accordance with applicable AAA procedures. In proposing a list of candidates for Arbitrators, AAA will take into account the Parties’ desire to obtain potential Arbitrators with significant experience in the operation of comparable sports or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature of the dispute. Barring extraordinary circumstances, an initial conference with the Arbitration Panel shall be scheduled to take place in New York, New York within thirty (30) days after the appointment of the third Arbitrator. At such conference, a schedule shall be established for such discovery, if any, as a majority of the Arbitration Panel deems appropriate in light of the nature of the dispute and the Parties’ desire to resolve disputes in a prompt and cost-effective manner, and the date of the Arbitration hearing shall be established by vote of a majority of the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days from the date of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place in New York, New York. Each Party irrevocably consents to the delivery of service of process with respect to any Arbitration in any manner permitted for the giving of notices under Section 20.04. The Arbitration Panel shall not have the authority to alter, change, amend, modify, waive, add to or delete from any provision of this Agreement. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained in the AAA rules to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, in any Arbitration under this Agreement. If the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees and expert witness fees incurred in connection with such frivolous claims or defenses. All provisions of this Agreement applicable to disputes generally shall apply to the Arbitration. All decisions by the Arbitration Panel shall be (i) decided by majority vote and (ii) final and binding on the Parties and may be enforced by any court of competent jurisdiction. (c) Notwithstanding any provision of this Agreement to the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable relief. (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suit, action or proceeding before any federal or state court located in the Borough of Manhattan, City State of New York, each County of New York. In all arbitrations, judgment upon the Parties voluntarily arbitration award may be entered in any court having jurisdiction. The parties specifically designate the courts in the State of New York, County of New York as properly having jurisdiction for any proceeding to confirm and irrevocably consents enter judgment upon any such arbitration award. The parties hereby consent to and (without waiving service of process) submits submit to the personal exclusive jurisdiction and venue of the courts located in of the Borough of Manhattan, City State of New York in any action or proceeding and submit to personal jurisdiction over each of them by such courts. The parties hereby waive personal service of any and all process and specifically consent that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring in any such action or proceeding brought in the courts of the State of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph “C” of this Article “24” of this Agreement. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties agree, further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators’ determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen percent (15%) or more. For example, if the party initiating arbitration (“A”) seeks an award of $100,000 plus costs and expenses, the other party (“B”) has offered A $50,000 in a legally binding written offer prior to the commencement of the arbitration proceeding, and the arbitration panel awards any amount less than $57,500 to A, the panel should determine that B has “prevailed”. The arbitration panel shall have no power to award non-monetary or equitable relief of any sort. It shall also have no power to award (i) damages inconsistent with any applicable agreement between the parties or (ii) punitive damages or any other damages not measured by the prevailing party’s actual damages; and the parties expressly waive their right to obtain such damages in arbitration or in any other forum. In no event, and waives even if any other portion of these provisions is held invalid or unenforceable, shall the right arbitration panel have power to make an award or impose a trial remedy which could not be made or imposed by jury. (e) This Section 20.06 a court deciding the matter in the same jurisdiction. Discovery shall survive any termination or expiration be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the Termarbitration shall be treated as confidential. The parties and the arbitration panel may disclose the existence, content or results of the arbitration only as provided in the rules of the American Arbitration Association in the State of New York, County of New York. Before making any such disclosure, a party shall give written notice to all other parties and shall afford such parties a reasonable opportunity to protect their interest.

Governing Law; Disputes. (a) This Registration Rights Agreement shall be governed by and construed in accordance with Section 5-1401 of the General Obligation Law of New York in all respects be construed, governed, applied and enforced under the internal laws of the State of New York and the Corporate law of Delaware without giving effect to the principals of conflicts of laws and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York without regard to its choice York. The parties of law provisions. (b) Any disputes arising under this Agreement, Registration Rights Agreement shall be submitted to, and resolved exclusively and finally through, the following deemed to have agreed to binding arbitration process (“Arbitration”). Except as set forth below, the Arbitration process shall be administered by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules in effect at the time the Dispute or Controversy is submitted to the AAA for Arbitration. The panel (the “Arbitration Panel”) will consist of three (3) neutral arbitrators (each, an “Arbitrator”) selected in accordance with applicable AAA procedures. In proposing a list of candidates for Arbitrators, AAA will take into account the Parties’ desire to obtain potential Arbitrators with significant experience in the operation of comparable sports or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature of the dispute. Barring extraordinary circumstances, an initial conference with the Arbitration Panel shall be scheduled to take place in New York, New York within thirty (30) days after with respect to the appointment entire subject matter of any and all disputes relating to or arising under this Registration Rights Agreement. Any such arbitration shall be by a panel of three arbitrators pursuant to the commercial rules then existing of the third ArbitratorAmerican Arbitration Association in the State of New York, County of New York. At In all arbitrations, judgment upon the arbitration award may be entered in any court having jurisdiction. The parties agree, further, that the prevailing party in any such conference, a schedule arbitration as determined by the arbitrators shall be established for entitled to such discoverycosts and attorney's fees, if any, as a majority of the Arbitration Panel deems appropriate in light of the nature of the dispute and the Parties’ desire to resolve disputes in a prompt and cost-effective manner, and the date of the Arbitration hearing shall be established by vote of a majority of the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days from the date of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place in New York, New York. Each Party irrevocably consents to the delivery of service of process with respect to any Arbitration in any manner permitted for the giving of notices under Section 20.04. The Arbitration Panel shall not have the authority to alter, change, amend, modify, waive, add to or delete from any provision of this Agreement. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained in the AAA rules to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, in any Arbitration under this Agreement. If the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees and expert witness fees incurred in connection with such frivolous claims arbitration as may be awarded by the arbitrators. In connection with the arbitrators' determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen percent (15%) or defensesmore. All provisions For example, if the party initiating arbitration ("A") seeks an award of this Agreement applicable to disputes generally shall apply $100,000 plus costs and expenses, the other party ("B") has offered A $50,000 in a legally binding written offer prior to the Arbitration. All decisions by commencement of the Arbitration Panel shall be (i) decided by majority vote arbitration proceeding, and (ii) final and binding on the Parties and may be enforced by arbitration panel awards any court of competent jurisdiction. (c) Notwithstanding any provision of this Agreement amount less than $57,500 to the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitrationA, the Arbitration procedures set forth above will continue to govern panel should determine that B has prevailed. The parties specifically designate the ultimate resolution of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable relief. (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suit, action or proceeding before any federal or state court located Courts in the Borough of Manhattan, City of New York, each of the Parties voluntarily and irrevocably consents and (without waiving service of process) submits to the personal jurisdiction and venue of the courts located in the Borough of Manhattan, City State of New York as properly having jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to personal jurisdiction over each of them by the Courts of the State of New York in any action or proceeding, waive personal service of any and all process and specifically consent that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring in any such action or proceeding in proceeding, any other forumservice of process may be effectuated upon any of them by certified mail, and waives the right to a trial by juryreturn receipt requested. (e) This Section 20.06 shall survive any termination or expiration of the Term.

Governing Law; Disputes. (a) This Agreement The mutual obligations of the Parties hereunder shall be governed by Belgian law (excluding Belgian conflict of laws rules) and construed in accordance any other provision of Belgian corporate law under which any provision hereof may be deemed unenforceable. Accordingly, the Parties hereby irrevocably waive their right to involve against each other any applicable mandatory provision of Polish law that may conflict with the laws provisions of this Agreement. Any dispute arising in connection with this Agreement shall be finally settled under the Rules of Conciliation and Arbitration of the State International Chamber of New York without regard to its choice of law provisions. (b) Any disputes arising under this Agreement, shall be submitted to, and resolved exclusively and finally through, the following arbitration process (“Arbitration”). Except as set forth below, the Arbitration process shall be administered by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules in effect at the time the Dispute or Controversy is submitted to the AAA for Arbitration. The panel Commerce (the “Arbitration Panel”"ICC") will consist as existing as of the date of commencement of the arbitration proceedings by an arbitral tribunal composed of three (3) neutral arbitrators designated by the ICC in accordance with said Rules. The arbitration proceedings shall take place in Brussels, Belgium and shall be conducted in the English language. The arbitral award shall be binding upon the parties to the arbitration and judgment upon any award rendered may be entered in any court having jurisdiction. The prevailing party in the arbitration shall be paid the arbitration fees and reasonable attorneys fees and expenses incurred by it. Notwithstanding the provisions of this Article 11.2, the Parties agree that, prior to any Party submitting to arbitration of any claim, dispute or disagreement (each, an “Arbitrator”a "Disagreement") selected arising in accordance connection with applicable AAA procedures. In proposing a list of candidates for Arbitratorsthis Agreement, AAA will take into account such Party shall notify such Disagreement to the Parties’ desire to obtain potential Arbitrators with significant experience in other Party, after which the operation of comparable sports or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature senior management of the dispute. Barring extraordinary circumstances, an initial conference with the Arbitration Panel Parties shall be scheduled to take place negotiate in New York, New York within good faith for a period of thirty (30) days to resolve such Disagreement. If at the end of such thirty (30) day period, the Disagreement persists, there shall be a fifteen (15) day cooling-off period, after the appointment which there shall be a further period of thirty (30) days of negotiations which shall include at least one face-to-face meeting of the third Arbitrator. At such conferencechief executive officer, a schedule shall be established for such discovery, if any, as a majority chief operating officer and/or chief financial officer of the Arbitration Panel deems appropriate in light of the nature of the dispute and the Parties’ desire to resolve disputes in a prompt and cost-effective manner, and the date of the Arbitration hearing shall be established by vote of a majority of the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days from the date of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place in New York, New York. Each Party irrevocably consents to the delivery of service of process with respect to any Arbitration in any manner permitted for the giving of notices under Section 20.04. The Arbitration Panel shall not have the authority to alter, change, amend, modify, waive, add to or delete from any provision of this Agreement. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained in the AAA rules to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, in any Arbitration under this Agreement. If the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees and expert witness fees incurred in connection with such frivolous claims or defenses. All provisions of this Agreement applicable to disputes generally shall apply to the Arbitration. All decisions by the Arbitration Panel shall be (i) decided by majority vote and (ii) final and binding on the Parties and may be enforced by any court of competent jurisdiction. (c) Notwithstanding any provision of this Agreement to the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable relief. (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suit, action or proceeding before any federal or state court located in the Borough of Manhattan, City of New York, each of the Parties voluntarily Canal+ and irrevocably consents and (without waiving service of process) submits to the personal jurisdiction and venue of the courts located in the Borough of Manhattan, City of New York that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring any such action or proceeding in any other forum, and waives the right to a trial by juryUPC. (e) This Section 20.06 shall survive any termination or expiration of the Term.

Governing Law; Disputes. If any dispute between the parties arises hereunder, the parties will negotiate in good faith and attempt to resolve such dispute within thirty (a30) days after the date that any party gives written notice of such dispute to the other party. In the event that the parties are unable to resolve such dispute within such thirty (30) day period (or such longer period as the parties may agree) then either party may initiate formal proceedings as described below. Formal proceedings for the resolution of a dispute may not be commenced until the earlier of: (i) either party concluding that resolution through continued negotiation does not appear likely; or (ii) the passage of thirty (30) calendar days since the initial request to negotiate the dispute was made; provided, however, that a party may file earlier to avoid the expiration of any applicable limitations period, to preserve a superior position with respect to other creditors, or to apply for interim or equitable relief. If such dispute remains unsettled for more than thirty (30) days after either party gives the other written notice thereof, then such dispute shall be submitted to the American Arbitration Association (“AAA”) in the Boston Massachusetts area for expedited arbitration pursuant to the AAA’s then-current rules for expedited commercial arbitration. THE PARTIES AGREE THAT ANY SUCH ARBITRATION SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. If the arbitration provision in this section is found to be unenforceable or not to apply for a given dispute, then the proceeding must be brought exclusively in a court of competent jurisdiction in the State of Delaware. Notwithstanding the foregoing, either party may go directly to court to file for interim, equitable, or other relief in connection with confidentiality or intellectual property matters. This Agreement and the rights and obligations of the Parties hereunder shall be governed by and construed interpreted, construed, and enforced in accordance with the laws of the State of New York without regard to its choice of law provisionsDelaware. THE PARTIES AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST COMMENCE WITHIN TWO (2) YEARS AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. (b) Any disputes arising under this Agreement, shall be submitted to, and resolved exclusively and finally through, the following arbitration process (“Arbitration”). Except as set forth below, the Arbitration process shall be administered by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules in effect at the time the Dispute or Controversy is submitted to the AAA for Arbitration. The panel (the “Arbitration Panel”) will consist of three (3) neutral arbitrators (each, an “Arbitrator”) selected in accordance with applicable AAA procedures. In proposing a list of candidates for Arbitrators, AAA will take into account the Parties’ desire to obtain potential Arbitrators with significant experience in the operation of comparable sports or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature of the dispute. Barring extraordinary circumstances, an initial conference with the Arbitration Panel shall be scheduled to take place in New York, New York within thirty (30) days after the appointment of the third Arbitrator. At such conference, a schedule shall be established for such discovery, if any, as a majority of the Arbitration Panel deems appropriate in light of the nature of the dispute and the Parties’ desire to resolve disputes in a prompt and cost-effective manner, and the date of the Arbitration hearing shall be established by vote of a majority of the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days from the date of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place in New York, New York. Each Party irrevocably consents to the delivery of service of process with respect to any Arbitration in any manner permitted for the giving of notices under Section 20.04. The Arbitration Panel shall not have the authority to alter, change, amend, modify, waive, add to or delete from any provision of this Agreement. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained in the AAA rules to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, in any Arbitration under this Agreement. If the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees and expert witness fees incurred in connection with such frivolous claims or defenses. All provisions of this Agreement applicable to disputes generally shall apply to the Arbitration. All decisions by the Arbitration Panel shall be (i) decided by majority vote and (ii) final and binding on the Parties and may be enforced by any court of competent jurisdiction. (c) Notwithstanding any provision of this Agreement to the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable relief. (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suit, action or proceeding before any federal or state court located in the Borough of Manhattan, City of New York, each of the Parties voluntarily and irrevocably consents and (without waiving service of process) submits to the personal jurisdiction and venue of the courts located in the Borough of Manhattan, City of New York that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring any such action or proceeding in any other forum, and waives the right to a trial by jury. (e) This Section 20.06 shall survive any termination or expiration of the Term.

Governing Law; Disputes. (a) This Agreement shall be governed by and construed in accordance with Section 5-1401 of the General Obligations Law of New York in all respects be construed, governed, applied and enforced under the internal laws of the State of New York without regard giving effect to its choice the principles of law provisions. (b) Any conflicts of laws and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York. The parties agree that they shall be deemed to have agreed to binding arbitration with respect to the entire subject matter of any and all disputes relating to or arising under this AgreementAgreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement and that any such arbitration shall be submitted to, and resolved commenced exclusively and finally through, the following arbitration process (“Arbitration”). Except as set forth below, the Arbitration process shall be administered by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules in effect at the time the Dispute or Controversy is submitted to the AAA for Arbitration. The panel (the “Arbitration Panel”) will consist of three (3) neutral arbitrators (each, an “Arbitrator”) selected in accordance with applicable AAA procedures. In proposing a list of candidates for Arbitrators, AAA will take into account the Parties’ desire to obtain potential Arbitrators with significant experience in the operation of comparable sports or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature of the dispute. Barring extraordinary circumstances, an initial conference with the Arbitration Panel shall be scheduled to take place in New York, New York within thirty (30) days after the appointment of the third Arbitrator. At such conference, a schedule shall be established for such discovery, if any, as a majority of the Arbitration Panel deems appropriate in light of the nature of the dispute and the Parties’ desire to resolve disputes in a prompt and cost-effective manner, and the date of the Arbitration hearing shall be established by vote of a majority of the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days from the date of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place in New York, New York. Each Party irrevocably consents Any such arbitration shall be by a panel of three arbitrators and pursuant to the delivery commercial rules then existing of service the American Arbitration Association in the State of process with respect to any Arbitration New York, County of New York. In all arbitrations, judgment upon the arbitration award may be entered in any manner permitted for the giving of notices under Section 20.04court having jurisdiction. The Arbitration Panel shall not have parties specifically designate the authority to alter, change, amend, modify, waive, add to or delete from any provision of this Agreement. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained courts in the AAA rules to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, in any Arbitration under this Agreement. If the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees and expert witness fees incurred in connection with such frivolous claims or defenses. All provisions of this Agreement applicable to disputes generally shall apply to the Arbitration. All decisions by the Arbitration Panel shall be (i) decided by majority vote and (ii) final and binding on the Parties and may be enforced by any court of competent jurisdiction. (c) Notwithstanding any provision of this Agreement to the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable relief. (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suit, action or proceeding before any federal or state court located in the Borough of Manhattan, City of New York, each State of the Parties voluntarily New York as properly having jurisdiction for any proceeding to confirm and irrevocably consents enter judgment upon any such arbitration award. The parties hereby consent to and (without waiving service of process) submits submit to the personal exclusive jurisdiction and venue of the courts located in of the Borough of Manhattan, City State of New York in any action or proceeding and submit to personal jurisdiction over each of them by such courts. The parties hereby waive personal service of any and all process and specifically consent that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring in any such action or proceeding brought in the courts of the State of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph “C” of this Article “5” of this Agreement. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties agree, further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators’ determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen percent (15%) or more. For example, if the party initiating arbitration (“A”) seeks an award of $100,000 plus costs and expenses, the other party (“B”) has offered A $50,000 in a legally binding written offer prior to the commencement of the arbitration proceeding, and the arbitration panel awards any amount less than $57,500 to A, the panel should determine that B has “prevailed”. The arbitration panel shall have no power to award non-monetary or equitable relief of any sort. It shall also have no power to award (i) damages inconsistent with any applicable agreement between the parties or (ii) punitive damages or any other damages not measured by the prevailing party’s actual damages; and the parties expressly waive their right to obtain such damages in arbitration or in any other forum. In no event, and waives even if any other portion of these provisions is held invalid or unenforceable, shall the right arbitration panel have power to make an award or impose a trial remedy which could not be made or imposed by jury. (e) This Section 20.06 a court deciding the matter in the same jurisdiction. Discovery shall survive any termination or expiration be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the Termarbitration shall be treated as confidential. The parties and the arbitration panel may disclose the existence, content or results of the arbitration only as provided in the rules of the American Arbitration Association in New York, New York. Before making any such disclosure, a party shall give written notice to all other parties and shall afford such parties a reasonable opportunity to protect their interest.

Governing Law; Disputes. (a) 16.1 This Agreement shall be is governed by and shall be construed in accordance with the laws of the State France, independent of New York without regard to its any choice of law provisionsprinciples that may otherwise apply. (b) 16.2 Any disputes dispute, controversy, or claim arising under out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be submitted to, and resolved exclusively and finally through, the following settled by arbitration process (“Arbitration”). Except as set forth below, the Arbitration process shall be administered by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules in effect at the time the Dispute or Controversy is submitted and pursuant to the AAA for Arbitration. The panel Rules of Arbitration of the International Chamber of Commerce (the “Arbitration Panel”) will consist of "ICC Rules"), by three (3) neutral arbitrators (each, an “Arbitrator”) selected appointed in accordance with applicable AAA proceduresthe said rules. In proposing a list The number of candidates for Arbitratorsarbitrators shall be three. Each party shall nominate one arbitrator and the two party-appointed arbitrators shall nominate the third arbitrator, AAA will take into account who shall serve as the Parties’ desire to obtain potential Arbitrators with significant experience in the operation of comparable sports or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature presiding arbitrator. The language of the dispute. Barring extraordinary circumstances, an initial conference with the Arbitration Panel arbitration shall be scheduled to take place in New York, New York within thirty (30) days after the appointment of the third Arbitrator. At such conference, a schedule shall be established for such discovery, if any, as a majority of the Arbitration Panel deems appropriate in light of the nature of the dispute English and the Parties’ desire to resolve disputes in a prompt and cost-effective manner, and the date of the Arbitration hearing shall be established by vote of a majority of the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days from in writing in English. Except as may be required by law, neither a party nor its representatives may disclose the date existence, content, or results of any arbitration hereunder without the prior written consent of the conclusion parties to the arbitration. Unless otherwise ordered by the arbitral tribunal, each party shall bear its own costs and fees, including attorneys' fees and expenses (in the case of the hearingSellers' Agent, on behalf of the Sellers). Unless Nothing in this Agreement shall prohibit the Parties otherwise agreefrom seeking any preliminary, the Arbitration shall take place in New York, New York. Each Party irrevocably consents to the delivery of service of process with respect to any Arbitration emergency or interim injunctive relief in any manner permitted for court of competent jurisdiction or under the giving of notices under Section 20.04. The Arbitration Panel ICC Rules, and any such request shall not have be deemed incompatible with the authority agreement to alter, change, amend, modify, waive, add to arbitrate or delete from a waiver of any provision of this Agreement. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained in the AAA rules to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, in any Arbitration right under this Agreement. If For any dispute relating to the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when madepayment of Deferred Cash Consideration under clause 3.4 above, the Arbitration Panel an award shall be entitled to require rendered by the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion arbitral tribunal within nine (9) months from the appointment of the other Party’s legal fees and expert witness fees incurred in connection with presiding arbitrator, unless the arbitral tribunal concludes that the interest of justice requires that such frivolous claims or defenseslimit be extended by a reasonable amount of time. All provisions of this Agreement applicable to disputes generally shall apply to the Arbitration. All decisions by the Arbitration Panel The award shall be (i) decided by majority vote and (ii) final and binding on the Parties and parties. Judgment on the award may be enforced by entered in any court of competent jurisdiction. (c) Notwithstanding any provision 16.3 The seat or legal place of this Agreement arbitration referred to the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may clause 16.2 above shall be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable relief. (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suit, action or proceeding before any federal or state court located in the Borough of Manhattan, City of New York, each of New York, USA. * * Signed in [●], on the Parties voluntarily and irrevocably consents and date specified above, in [●] (without waiving service of process[●]) submits to the personal jurisdiction and venue of the courts located in the Borough of Manhattan, City of New York that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring any such action or proceeding in any other forum, and waives the right to a trial by juryoriginals. (e) This Section 20.06 shall survive any termination or expiration of the Term.

Governing Law; Disputes. (a) This Agreement shall be governed by and construed in accordance with and construed, governed, applied and enforced under the internal laws of the State of Nevada without giving effect to the principles of conflicts of laws and be deemed to be an agreement entered into in the State of Nevada and made pursuant to the laws of the State of New York without regard Nevada. The parties agree that they shall be deemed to its choice have agreed to binding arbitration with respect to the entire subject matter of any and all disputes, claims, or causes of action, in law provisions. (b) Any or equity, arising from or relating to this Agreement including, but not limited to, the specific matters or disputes arising under as to which arbitration has been expressly provided for by other provisions of this Agreement, shall will be submitted toresolved, to the fullest extent permitted by law, by final, binding and resolved exclusively confidential arbitration pursuant to the Federal Arbitration Act in Reno, Nevada conducted by the Judicial Arbitration and finally throughMediation Services/Endispute, the following arbitration process Inc. (“ArbitrationJAMS”). Except as set forth below, the Arbitration process shall be administered by the American Arbitration Association (“AAA”) or its successors, under the Commercial Arbitration Rules in effect at then current rules of JAMS; provided that the time arbitrator shall: (a) have the Dispute or Controversy is submitted authority to compel adequate discovery for the AAA for Arbitration. The panel (the “Arbitration Panel”) will consist of three (3) neutral arbitrators (each, an “Arbitrator”) selected in accordance with applicable AAA procedures. In proposing a list of candidates for Arbitrators, AAA will take into account the Parties’ desire to obtain potential Arbitrators with significant experience in the operation of comparable sports or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature of the dispute. Barring extraordinary circumstances, an initial conference with the Arbitration Panel shall be scheduled to take place in New York, New York within thirty (30) days after the appointment of the third Arbitrator. At such conference, a schedule shall be established for such discovery, if any, as a majority of the Arbitration Panel deems appropriate in light of the nature resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written arbitration decision including the Parties’ desire to resolve disputes in arbitrator’s essential findings and conclusions and a prompt and cost-effective manner, and the date statement of the Arbitration hearing award. Accordingly, the parties hereby waive any right to a jury trial. The arbitrator shall be established by vote of a majority have the discretion to award attorney’s fees to the party the arbitrator determines is the prevailing party in the arbitration. Each party hereby irrevocably submits to the exclusive jurisdiction of the Arbitration Panel. Barring extraordinary circumstances, state and federal courts sitting in Nevada for the award will be rendered no later than fourteen adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (14) days from the date of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place in New York, New York. Each Party irrevocably consents to the delivery of service of process including with respect to any Arbitration in any manner permitted for the giving of notices under Section 20.04. The Arbitration Panel shall not have the authority to alter, change, amend, modify, waive, add to or delete from any provision enforcement of this Agreement. If the Parties initiate multiple arbitration proceedings), the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligationshereby irrevocably waives, such proceedings shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained in the AAA rules and agrees not to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, assert in any Arbitration under this Agreement. If the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees and expert witness fees incurred in connection with such frivolous claims or defenses. All provisions of this Agreement applicable to disputes generally shall apply to the Arbitration. All decisions by the Arbitration Panel shall be (i) decided by majority vote and (ii) final and binding on the Parties and may be enforced by any court of competent jurisdiction. (c) Notwithstanding any provision of this Agreement to the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable relief. (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suit, action or proceeding before any federal or state court located in the Borough of Manhattanproceeding, City of New York, each of the Parties voluntarily and irrevocably consents and (without waiving service of process) submits to the personal jurisdiction and venue of the courts located in the Borough of Manhattan, City of New York that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such the jurisdiction or to seek a change of venue, agrees not to bring any such court, that such suit, action or proceeding is improper or based upon forum non conveniens 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 such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. THE PARTIES HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY. The parties agree, further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators’ determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen percent (15%) or more. For example, if the party initiating arbitration (“A”) seeks an award of $100,000 plus costs and expenses, the other party (“B”) has offered A $50,000 in a legally binding written offer prior to the commencement of the arbitration proceeding, and the arbitration panel awards any amount less than $57,500 to A, the panel should determine that B has “prevailed”. The arbitration panel shall have no power to award non-monetary or equitable relief of any sort. It shall also have no power to award (i) damages inconsistent with any applicable agreement between the parties or (ii) punitive damages or any other damages not measured by the prevailing party’s actual damages; and the parties expressly waive their right to obtain such damages in arbitration or in any other forum. In no event, and waives even if any other portion of these provisions is held invalid or unenforceable, shall the right arbitration panel have power to make an award or impose a trial remedy which could not be made or imposed by jury. (e) This Section 20.06 a court deciding the matter in the same jurisdiction. Discovery shall survive any termination or expiration be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the Termarbitration shall be treated as confidential. The parties and the arbitration panel may disclose the existence, content or results of the arbitration only as provided in the rules of the American Arbitration Association. Before making any such disclosure, a party shall give written notice to all other parties and shall afford such parties a reasonable opportunity to protect their interest.

Governing Law; Disputes. (a) This Agreement shall be governed by and construed in accordance with Section 5-1401 of the General Obligations Law of New York in all respects be construed, governed, applied and enforced under the internal laws of the State of New York and the Corporate law of Delaware without giving effect to the principles of conflicts of laws and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York without regard to its choice York. Except as otherwise provided in this Article "30" of law provisions. (b) Any disputes arising under this Agreement, the parties agree that they shall be submitted to, and resolved exclusively and finally through, the following deemed to have agreed to binding arbitration process (“Arbitration”). Except as set forth below, the Arbitration process shall be administered by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules in effect at the time the Dispute or Controversy is submitted to the AAA for Arbitration. The panel (the “Arbitration Panel”) will consist of three (3) neutral arbitrators (each, an “Arbitrator”) selected in accordance with applicable AAA procedures. In proposing a list of candidates for Arbitrators, AAA will take into account the Parties’ desire to obtain potential Arbitrators with significant experience in the operation of comparable sports or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature of the dispute. Barring extraordinary circumstances, an initial conference with the Arbitration Panel shall be scheduled to take place in New York, New York within thirty (30) days after the appointment of the third Arbitrator. At such conference, a schedule shall be established for such discovery, if any, as a majority of the Arbitration Panel deems appropriate in light of the nature of the dispute and the Parties’ desire to resolve disputes in a prompt and cost-effective manner, and the date of the Arbitration hearing shall be established by vote of a majority of the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days from the date of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place in New York, New York. Each Party irrevocably consents to the delivery of service of process , with respect to the entire subject matter of any Arbitration in any manner permitted for the giving of notices under Section 20.04. The Arbitration Panel shall not have the authority to alter, change, amend, modify, waive, add and all disputes relating to or delete from any provision arising under this Agreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement. If the Parties initiate multiple Any such arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings shall be consolidated into by a single arbitral proceeding. Notwithstanding anything contained panel of three arbitrators and pursuant to the commercial rules then existing of the American Arbitration Association in the AAA rules to State of New York, County of New York. In all arbitrations, judgment upon the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, arbitration award may be entered in any Arbitration under this Agreementcourt having jurisdiction. If The parties agree, further, that the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, prevailing party in any such arbitration as determined by the Arbitration Panel arbitrators shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees costs and expert witness fees incurred attorney's fees, if any, in connection with such frivolous claims arbitration as may be awarded by the arbitrators. In connection with the arbitrators' determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen percent (15%) or defensesmore. All provisions For example, if the party initiating arbitration ("A") seeks an award of this Agreement applicable to disputes generally shall apply $100,000 plus costs and expenses, the other party ("B") has offered A $50,000 in a legally binding written offer prior to the Arbitration. All decisions by commencement of the Arbitration Panel shall be (i) decided by majority vote arbitration proceeding, and (ii) final and binding on the Parties and may be enforced by arbitration panel awards any court of competent jurisdiction. (c) Notwithstanding any provision of this Agreement amount less than $57,500 to the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitrationA, the Arbitration procedures set forth above will continue to govern panel should determine that B has "prevailed". The parties specifically designate the ultimate resolution of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable relief. (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suit, action or proceeding before any federal or state court located Courts in the Borough of Manhattan, City of New York, each of the Parties voluntarily and irrevocably consents and (without waiving service of process) submits to the personal jurisdiction and venue of the courts located in the Borough of Manhattan, City State of New York as properly having jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to personal jurisdiction over each of them by the Courts of the State of New York in any action or proceeding, waive personal service of any and all process and specifically consent that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring in any such action or proceeding proceeding, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in any other forum, and waives the right to a trial by juryaccordance with Paragraph "C" of this Article "30" of this Agreement. (e) This Section 20.06 shall survive any termination or expiration of the Term.

Governing Law; Disputes. (a) This Texas law will govern the interpretation and enforcement of this Agreement shall be governed by and construed in accordance with Orders under it; however, the laws Federal Arbitration Act will govern all issues of arbitrability. In the State event of New York without regard a claim, controversy, or dispute arising out of or related to its choice of law provisions. (b) Any disputes arising under this Agreement, an Order, the Software, or Services, each party agrees to give the other prompt notice of such, and both agree to meet and confer promptly to engage in good faith discussions to try to resolve the matter. The duty and right to arbitrate will extend to any employee, officer, director, shareholder, agent, affiliate, supplier, or contractor of a party to the extent such right or duty arises through a party or is related to this Agreement, an Order, the Software, or Services. There shall be submitted tono right or authority for any claims to be arbitrated as a class member in any purported class or representative proceeding. The decision and award of the arbitrator will be final and binding, and resolved exclusively the award rendered may be entered in any court having jurisdiction thereof. The arbitrator is directed to hear and finally through, decide potentially-dispositive motions in advance of the following arbitration process (“Arbitration”)hearing-on-the-merits by applying the applicable law to uncontested facts and documents. Except as set forth below, the Arbitration process shall be administered by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules in effect at the time the Dispute or Controversy is submitted to the AAA for Arbitration. The panel (the “Arbitration Panel”) will consist of three (3) neutral arbitrators (each, an “Arbitrator”) selected in accordance with applicable AAA procedures. In proposing a list of candidates for Arbitrators, AAA will take into account the Parties’ desire to obtain potential Arbitrators with significant experience in the operation of comparable sports or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature of the dispute. Barring extraordinary circumstances, an initial conference with the Arbitration Panel shall be scheduled to take place in New York, New York within thirty (30) days after the appointment of the third Arbitrator. At such conference, a schedule shall be established for such discoveryextent, if any, as a majority of elected in writing by the Arbitration Panel deems appropriate in light of claiming party, the nature of the dispute and the Parties’ desire obligation to resolve disputes in a prompt and cost-effective manner, and the date of the Arbitration hearing shall be established by vote arbitrate hereunder will not apply to claims for misuse or infringement of a majority party’s intellectual property; and, a claiming party may seek an injunction in court to prevent misuse or infringement of its intellectual property pending the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days from the date appointment of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place in New York, New York. Each Party irrevocably consents to the delivery of service of process with respect to any Arbitration in any manner permitted for the giving of notices under Section 20.04an arbitrator. The Arbitration Panel shall not have arbitrator will enforce the authority to alter, change, amend, modify, waive, add to or delete from any provision of this Agreement. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained in the AAA rules to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, in any Arbitration under this Agreement. If the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees and expert witness fees incurred in connection with such frivolous claims or defenses. All provisions terms of this Agreement and the Order(s) at issue and will have no authority to award any damages in excess of the limitations and exclusions set forth in this Agreement or in an applicable to disputes generally shall apply Order. Neither party may bring a claim more than 2 years after the underlying cause of action first accrues or the party bringing the claim, using reasonable care, first discovers or should have discovered the underlying facts giving rise to the Arbitration. All decisions by the Arbitration Panel shall be (i) decided by majority vote and (ii) final and binding on the Parties and may be enforced by any court of competent jurisdictionclaim, whichever is later. (c) Notwithstanding any provision of this Agreement to the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable relief. (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suit, action or proceeding before any federal or state court located in the Borough of Manhattan, City of New York, each of the Parties voluntarily and irrevocably consents and (without waiving service of process) submits to the personal jurisdiction and venue of the courts located in the Borough of Manhattan, City of New York that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring any such action or proceeding in any other forum, and waives the right to a trial by jury. (e) This Section 20.06 shall survive any termination or expiration of the Term.

Governing Law; Disputes. (a) This Agreement shall be governed by and construed in accordance with Section 5-1401 of the General Obligations Law of New York in all respects be construed, governed, applied and enforced under the internal laws of the State of New York without regard giving effect to its choice the principles of law provisions. (b) Any conflicts of laws and be deemed to be an agreement entered into in the State of New York and made pursuant to the laws of the State of New York. Except as otherwise set forth in Article "24" of this Agreement, the parties agree that they shall be deemed to have agreed to binding arbitration with respect to the entire subject matter of any and all disputes relating to or arising under this AgreementAgreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement and that any such arbitration shall be submitted to, and resolved commenced exclusively and finally through, the following arbitration process (“Arbitration”). Except as set forth below, the Arbitration process shall be administered by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules in effect at the time the Dispute or Controversy is submitted to the AAA for Arbitration. The panel (the “Arbitration Panel”) will consist of three (3) neutral arbitrators (each, an “Arbitrator”) selected in accordance with applicable AAA procedures. In proposing a list of candidates for Arbitrators, AAA will take into account the Parties’ desire to obtain potential Arbitrators with significant experience in the operation of comparable sports or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature of the dispute. Barring extraordinary circumstances, an initial conference with the Arbitration Panel shall be scheduled to take place in New York, New York within thirty (30) days after the appointment of the third Arbitrator. At such conference, a schedule shall be established for such discovery, if any, as a majority of the Arbitration Panel deems appropriate in light of the nature of the dispute and the Parties’ desire to resolve disputes in a prompt and cost-effective manner, and the date of the Arbitration hearing shall be established by vote of a majority of the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days from the date of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place in New York, New York. Each Party irrevocably consents Any such arbitration shall be by a panel of three arbitrators and pursuant to the delivery commercial rules then existing of service the American Arbitration Association in the State of process with respect to any Arbitration New York, County of New York. In all arbitrations, judgment upon the arbitration award may be entered in any manner permitted for the giving of notices under Section 20.04court having jurisdiction. The Arbitration Panel shall not have parties specifically designate the authority to alter, change, amend, modify, waive, add to or delete from any provision of this Agreement. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained courts in the AAA rules to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, in any Arbitration under this Agreement. If the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees and expert witness fees incurred in connection with such frivolous claims or defenses. All provisions of this Agreement applicable to disputes generally shall apply to the Arbitration. All decisions by the Arbitration Panel shall be (i) decided by majority vote and (ii) final and binding on the Parties and may be enforced by any court of competent jurisdiction. (c) Notwithstanding any provision of this Agreement to the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable relief. (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suit, action or proceeding before any federal or state court located in the Borough of Manhattan, City of New York, each State of the Parties voluntarily New York as properly having jurisdiction for any proceeding to confirm and irrevocably consents enter judgment upon any such arbitration award. The parties hereby consent to and (without waiving service of process) submits submit to the personal exclusive jurisdiction and venue of the courts located in of the Borough of Manhattan, City State of New York in any action or proceeding and submit to personal jurisdiction over each of them by such courts. The parties hereby waive personal service of any and all process and specifically consent that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring in any such action or proceeding brought in the courts of the State of New York, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph "C" of this Article "26" of this Agreement. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties agree, further, that the prevailing party in any such arbitration as determined by the arbitrators shall be entitled to such costs and attorney's fees, if any, in connection with such arbitration as may be awarded by the arbitrators. In connection with the arbitrators' determination for the purpose of which party, if any, is the prevailing party, they shall take into account all of the factors and circumstances including, without limitation, the relief sought, and by whom, and the relief, if any, awarded, and to whom. In addition, and notwithstanding the foregoing sentence, a party shall not be deemed to be the prevailing party in a claim seeking monetary damages, unless the amount of the arbitration award exceeds the amount offered in a legally binding writing by the other party by fifteen (15%) percent or more. For example, if the party initiating arbitration ("A") seeks an award of one hundred thousand ($100,000) dollars plus costs and expenses, the other party ("B") has offered A fifty thousand ($50,000) dollars in a legally binding written offer prior to the commencement of the arbitration proceeding, and the arbitration panel awards any amount less than fifty-seven thousand five hundred ($57,500) dollars to A, the panel should determine that B has "prevailed". The arbitration panel shall have no power to award non-monetary or equitable relief of any sort. It shall also have no power to award (i) damages inconsistent with any applicable agreement between the parties or (ii) punitive damages or any other damages not measured by the prevailing party's actual damages; and the parties expressly waive their right to obtain such damages in arbitration or in any other forum. In no event, and waives even if any other portion of these provisions is held invalid or unenforceable, shall the right arbitration panel have power to make an award or impose a trial remedy which could not be made or imposed by jury. (e) This Section 20.06 a court deciding the matter in the same jurisdiction. Discovery shall survive any termination or expiration be permitted in connection with the arbitration only to the extent, if any, expressly authorized by the arbitration panel upon a showing of substantial need by the party seeking discovery. All aspects of the Termarbitration shall be treated as confidential. The parties and the arbitration panel may disclose the existence, content or results of the arbitration only as provided in the rules of the American Arbitration Association in New York, New York. Before making any such disclosure, a party shall give written notice to all other parties and shall afford such parties a reasonable opportunity to protect their interest.

Governing Law; Disputes. (a) This Agreement shall will be governed by and construed in accordance with the laws of the State of New York York, without regard reference to its choice conflicts of law provisionsprinciples. The United Nations Convention for the International Sale of Goods will not apply to this Agreement. THE PARTIES IRREVOCABLY WAIVE ALL RIGHTS UNDER APPLICBALE LAW TO A TRIAL BY JURY. (b) Any disputes dispute, controversy or claim arising under out of or relating to this AgreementAgreement or an Order, or the breach, termination or validity thereof shall be submitted to, and resolved exclusively and finally through, the following settled in arbitration process (“Arbitration”). Except as set forth below, the Arbitration process shall be administered by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules in effect at the time the Dispute or Controversy is submitted to the AAA for Arbitration. The panel (the “Arbitration Panel”) will consist of three (3) neutral arbitrators (each, an “Arbitrator”) selected in accordance with applicable AAA proceduresthe JAMS procedures pursuant to its Streamlined Arbitration Rules and Procedure, but a single arbitrator. In proposing a list of candidates for Arbitrators, AAA will take into account the Parties’ desire to obtain potential Arbitrators with significant experience in the operation of comparable sports or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature of the dispute. Barring extraordinary circumstances, an initial conference with the Arbitration Panel The arbitration shall be scheduled to take place conducted in New York, New York within thirty (30) days after in the appointment of the third ArbitratorEnglish language. At such conference, a schedule The award shall be established for such discovery, if any, as a majority of the Arbitration Panel deems appropriate in light of the nature of the dispute and the Parties’ desire to resolve disputes in a prompt and cost-effective manner, and the date of the Arbitration hearing shall be established by vote of a majority of the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days from the date of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place in New York, New York. Each Party irrevocably consents to the delivery of service of process with respect to any Arbitration in any manner permitted for the giving of notices under Section 20.04. The Arbitration Panel shall not have the authority to alter, change, amend, modify, waive, add to or delete from any provision of this Agreement. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained in the AAA rules to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, in any Arbitration under this Agreement. If the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees and expert witness fees incurred in connection with such frivolous claims or defenses. All provisions of this Agreement applicable to disputes generally shall apply to the Arbitration. All decisions by the Arbitration Panel shall be (i) decided by majority vote and (ii) final and binding on the Parties and judgement on the arbitrator’s award may be enforced by entered into any court having jurisdiction. Unless provided otherwise herein, the arbitrator may not award non-monetary or equitable relief of competent jurisdictionany sort. The arbitrator shall have no power to award damages inconsistent with this Agreement. No discovery shall be permitted in connection with the arbitration unless it is expressly authorized by the arbitrator upon a showing of substantial need by the party seeking discovery. Each party shall bear its own costs of the arbitration. The fees and expenses of the arbitrator shall be shared equally by the Parties. All aspects of the arbitration shall be treated as confidential, including but not limited to the possibility or existence of the proceedings, the proceedings themselves, any statements made during the course of the proceedings, documents and other information submitted by the Parties or prepared by the arbitrator(s), and the final award. Neither the Parties nor the arbitrator may disclose the existence, content or results of the arbitration, except as necessary to comply with legal or regulatory requirements. Before making any such disclosure, a party shall give written notice to all other parties and shall afford such Parties a reasonable opportunity to protect their interests. (c) Notwithstanding Section 8.5(b) above, Quinyx may, in its sole discretion, bring any provision claim or dispute arising out of this Agreement to or in connection with its Intellectual Property before any courts and/or administrative authorities having jurisdiction over the contrary, each Party may seek injunctive subject matter of such claim or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable relief. (d) Any action that seeks Nothing in this Agreement shall be deemed to limit the Parties' rights to seek interim injunctive or other equitable relief or confirmation of to enforce an arbitration award rendered in an Arbitration may only be brought by suit, action or proceeding before any federal or state court located in the Borough of Manhattan, City of New York, each of the Parties voluntarily and irrevocably consents and (without waiving service of process) submits to the personal jurisdiction and venue of the courts located in the Borough of Manhattan, City of New York that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring any such action or proceeding in any other forum, and waives the right to a trial by jurycourt of law. (e) This Section 20.06 shall survive any termination or expiration of the Term.

Governing Law; Disputes. (a) This Agreement shall be governed by and construed in accordance with the Laws of Delaware in all respects be construed, governed, applied and enforced under the internal laws of the State of Delaware without giving effect to the principles of conflicts of laws and be deemed to be an agreement entered into in the State of Delaware and made pursuant to the laws of the State of New York without regard Delaware. The parties agree that they shall be deemed to its choice have agreed to binding arbitration with respect to the entire subject matter of law provisions. (b) Any any and all disputes relating to or arising under this AgreementAgreement including, but not limited to, the specific matters or disputes as to which arbitration has been expressly provided for by other provisions of this Agreement and that any such arbitration shall be submitted to, and resolved commenced exclusively and finally through, the following in Delaware. Any such arbitration process (“Arbitration”). Except as set forth below, the Arbitration process shall be administered by a panel of three arbitrators and pursuant to the commercial rules then existing of the American Arbitration Association (“AAA”) under in the Commercial Arbitration Rules State of Delaware. In all arbitrations, judgment upon the arbitration award may be entered in effect at any court having jurisdiction. The parties specifically designate the time courts in the Dispute or Controversy is submitted State of Delaware as properly having jurisdiction for any proceeding to confirm and enter judgment upon any such arbitration award. The parties hereby consent to and submit to the AAA for Arbitration. The panel (the “Arbitration Panel”) will consist of three (3) neutral arbitrators (each, an “Arbitrator”) selected in accordance with applicable AAA procedures. In proposing a list of candidates for Arbitrators, AAA will take into account the Parties’ desire to obtain potential Arbitrators with significant experience in the operation of comparable sports or entertainment facilities or in the entertainment and sports business generally, or with specific experience regarding the nature exclusive jurisdiction of the dispute. Barring extraordinary circumstances, an initial conference with the Arbitration Panel shall be scheduled to take place in New York, New York within thirty (30) days after the appointment courts of the third Arbitrator. At such conference, a schedule shall be established for such discovery, if any, as a majority State of the Arbitration Panel deems appropriate in light of the nature of the dispute and the Parties’ desire to resolve disputes in a prompt and cost-effective manner, and the date of the Arbitration hearing shall be established by vote of a majority of the Arbitration Panel. Barring extraordinary circumstances, the award will be rendered no later than fourteen (14) days from the date of the conclusion of the hearing. Unless the Parties otherwise agree, the Arbitration shall take place in New York, New York. Each Party irrevocably consents to the delivery of service of process with respect to any Arbitration Delaware in any manner permitted for the giving of notices under Section 20.04. The Arbitration Panel shall not have the authority to alter, change, amend, modify, waive, add to or delete from any provision of this Agreement. If the Parties initiate multiple arbitration proceedings, the subject matters of which are related by common questions of law or fact and that could result in conflicting awards or obligations, such proceedings shall be consolidated into a single arbitral proceeding. Notwithstanding anything contained in the AAA rules to the contrary, subject to Article XIII, unless the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, each Party shall bear the cost of its own legal representation and expert witness fees, as well as its share of the fees and costs payable to the AAA and the Arbitrators, in any Arbitration under this Agreement. If the Arbitration Panel finds that one or more claims or defenses were frivolous or knowingly false when made, the Arbitration Panel shall be entitled to require the Party that made such frivolous or knowingly false claims or defenses to bear all or a portion of the other Party’s legal fees and expert witness fees incurred in connection with such frivolous claims or defenses. All provisions of this Agreement applicable to disputes generally shall apply to the Arbitration. All decisions by the Arbitration Panel shall be (i) decided by majority vote and (ii) final and binding on the Parties and may be enforced by any court of competent jurisdiction. (c) Notwithstanding any provision of this Agreement to the contrary, each Party may seek injunctive or other equitable relief (but not a declaratory judgment) from a court of law, as described in Section 20.06(d), with respect to any dispute. If a dispute requires emergency relief before the matter may be effectively resolved through arbitration, the Arbitration procedures set forth above will continue to govern the ultimate resolution of the dispute notwithstanding the fact that a court of competent jurisdiction may have entered an order providing for injunctive or other equitable relief. (d) Any action that seeks injunctive or other equitable relief or confirmation of an award rendered in an Arbitration may only be brought by suit, action or proceeding before any federal or state court located in the Borough of Manhattan, City of New York, and submit to personal jurisdiction over each of the Parties voluntarily and irrevocably consents and (without waiving them by such courts. The parties hereby waive personal service of process) submits to the personal jurisdiction any and venue of the courts located all process and specifically consent that in the Borough of Manhattan, City of New York that have subject matter jurisdiction, waives all objections as to venue and any claim that it is not personally subject to such jurisdiction or to seek a change of venue, agrees not to bring any such action or proceeding brought in the courts of the State of Delaware, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph "C" of this Article "20" of this Agreement. Nothing contained herein shall be deemed to limit in any other forum, and waives the way any right to a trial serve process in any manner permitted by jurylaw. (e) This Section 20.06 shall survive any termination or expiration of the Term.