Common use of Mandatory Arbitration Clause in Contracts

Mandatory Arbitration. Except as provided in subsection (h) of this Section 22, any Dispute must be resolved by binding arbitration in accordance with the following: (a) Either Party may begin arbitration by filing a demand for arbitration in accordance with the Arbitration Rules and concurrently Notifying the other Party of that demand. If the Parties are unable to agree upon a panel of three arbitrators within ten days after the demand for arbitration was filed (and do not agree to an extension of that ten-day period), either Party may request the Denver office of the American Arbitration Association ("AAA") to appoint the arbitrator or arbitrators necessary to complete the panel in accordance with the Arbitration Rules. Each arbitrator so appointed shall be deemed accepted by the Parties as part of the panel. (b) The arbitration shall be conducted in the Denver, Colorado metropolitan area at a place and time agreed upon by the Parties with the panel, or if the Parties cannot agree, as designated by the panel. The panel may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration shall be subject to the Federal Arbitration Act and conducted in accordance with the Arbitration Rules to the extent that they do not conflict with this Section 22. The Parties and the panel may, however, agree to vary to provisions of this Section 22 or the matters otherwise governed by the Arbitration Rules. (e) The arbitration hearing shall be held within 60 days after the appointment of the panel. The panel's final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place of arbitration. The panel's final decision or award shall be based on this Agreement and applicable law. (f) The panel's final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party under or in connection with this Agreement. (g) The panel's final decision or award shall be final and binding upon the Parties, and judgment upon that decision or award may be entered in any court having jurisdiction. The Parties waive any right to apply or appeal to any court for relief from the preceding sentence or from any decision of the panel made before the final decision or award. (h) Nothing in this Section 22 limits the right of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 22, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 22. In addition, nothing in this Section 22 prohibits the Parties from resolving any Dispute (in whole or in part) by agreement. The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretion. The costs of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Dispute.

Mandatory Arbitration. Except as provided in subsection (h) of this Section 2231, any Dispute must be resolved by binding arbitration in accordance with the following: (a) Either Party may begin arbitration by filing a demand for arbitration in accordance with the Commercial Arbitration Rules of the AAA (the “Arbitration Rules”) and concurrently Notifying notifying the other Party of that demand. If the Parties are unable to agree upon a panel of three neutral arbitrators within ten twenty days after the demand for arbitration was filed (and do not the Parties agree to an a reasonable, one-time extension of that tentwenty-day period), either Party may request the Denver Houston, Texas office of the American Arbitration Association ("“AAA"”) to appoint the arbitrator or arbitrators necessary to complete the panel in accordance with the Arbitration Rules. Each arbitrator so appointed shall be deemed accepted by the Parties as part of the panel. Notwithstanding the foregoing, the Parties, by mutual consent, may agree to a single arbitrator instead of a panel of three arbitrators and, in such event, references herein to “panel” shall refer to the single appointed arbitrator. (b) The arbitration shall be conducted in the DenverHouston, Colorado Texas metropolitan area at a place and time agreed upon by the Parties with the panel, or if the Parties cannot agree, as designated by the panel. The panel may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's ’s showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration shall be subject to the Federal Arbitration Act and conducted in accordance with the Arbitration Rules to the extent that they do not conflict with this Section 2231. The Parties and the panel may, however, agree to vary to provisions of this Section 22 31 or the matters otherwise governed by the Arbitration RulesRules as permitted by law. (e) The arbitration hearing shall be held within 60 days after the appointment of the panel. The panel's ’s final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place of arbitration. The panel's ’s final decision or award shall be based on the terms and conditions of this Agreement and applicable law. (f) The panel's ’s final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party under or in connection with this Agreement. (g) The panel's ’s final decision or award shall be final and binding upon the Parties, and judgment upon that decision or award may be entered in any court having jurisdiction. The Parties waive any right to apply or appeal to any court for relief from the preceding sentence or from any decision of the panel that is made before the final decision or award. (h) Nothing in this Section 22 31 limits the right of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 2231, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 2231. In addition, nothing in this Section 22 31 prohibits the Parties from resolving any Dispute (in whole or in part) at any time by agreementmutual agreement or compromise. This Section 31 shall also not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Dispute. (i) The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award of reasonable attorneys' ’ fees incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretion. The costs of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. . (j) The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party Party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Dispute.

Mandatory Arbitration. Except as provided in subsection (h) of this Section 22, any Dispute must be resolved by binding arbitration in accordance with the following: (a) Either Party may begin arbitration by filing a demand for arbitration in accordance with the Arbitration Rules and concurrently Notifying the other Party of that demand. If the Parties are unable to agree upon a panel of three arbitrators within ten days after the demand for arbitration was filed (and do not agree to an extension of that ten-day period6(e), either Party may request the Denver office each and every disagreement, dispute, controversy or claim arising out of the American Arbitration Association ("AAA") or relating to appoint the arbitrator or arbitrators necessary to complete the panel in accordance with the Arbitration Rules. Each arbitrator so appointed shall be deemed accepted by the Parties as part of the panel. (b) The arbitration shall be conducted in the Denver, Colorado metropolitan area at a place and time agreed upon by the Parties with the panel, or if the Parties cannot agree, as designated by the panel. The panel may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration shall be subject to the Federal Arbitration Act and conducted in accordance with the Arbitration Rules to the extent that they do not conflict with this Section 22. The Parties and the panel may, however, agree to vary to provisions of this Section 22 Agreement or the matters otherwise governed by the Arbitration Rules. (e) The arbitration hearing shall be held within 60 days after the appointment of the panel. The panel's final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place of arbitration. The panel's final decision or award shall be based on this Agreement and applicable law. (f) The panel's final decision or award may include injunctive relief in response to any actual or impending breach interpretation of this Agreement or any other actual arrangements relating to this Agreement or impending action contemplated in this Agreement or omission of a Party under the breach, termination or in connection with this Agreement. (g) The panel's final decision or award invalidity thereof shall be settled by final and binding upon arbitration administered by JAMS/Endispute in Polk County, Iowa in accordance with the then existing JAMS/Endispute Arbitration Rules and Procedures for Employment Disputes. In the event of such an arbitration proceeding, the Parties shall select a mutually acceptable neutral arbitrator from among the JAMS/Endispute panel of arbitrators. In the event the Parties cannot agree on an arbitrator, the Administrator of JAMS/Endispute will appoint an arbitrator. Neither Executive nor the Company nor the arbitrator shall disclose the existence, content or results of any arbitration hereunder without the prior written consent of all parties. Except as provided herein, the Federal Arbitration Act shall govern the interpretation, enforcement and all proceedings under this Section 11. The arbitrator shall be required to abide by the provisions of this Agreement and the arbitrator shall not modify or alter same. Such arbitration shall be conducted under a “baseball arbitration” format, pursuant to which the arbitrator shall be required to adopt the position of one of the Parties, and not any compromise position. The Company shall be responsible for paying any filing fee and the fees and costs of the arbitrator; provided, however, if Executive is the party initiating the arbitration, Executive shall contribute an amount equal to the filing fee that would have been payable by Executive if Executive had, in lieu of commencing arbitration, instead asserted those claims in litigation filed in the courts of Polk County, Iowa. Except as provided in the immediately preceding sentence, each Party shall pay for its own costs and attorneys' fees, if any, in connection with arbitration under this Section 11. The arbitrator shall apply the substantive law (and the law of remedies, if applicable) of the State of Iowa, or federal law, or both, as applicable, and the arbitrator is without jurisdiction to apply any different substantive law. The arbitrator shall have the authority to entertain a motion to dismiss and/or a motion for summary judgment by any Party and shall apply the standards governing such motions under the Federal Rules of Civil Procedure. The arbitrator shall render an award and a written, reasoned opinion in support thereof. Judgment upon that decision or the award may be entered in any court having jurisdictionjurisdiction thereof. The Parties waive any right to apply Nothing herein contained shall preclude either Party from seeking equitable or appeal to any court for injunctive relief from a court of competent jurisdiction in order to prevent, terminate or reduce the preceding sentence or from any decision likelihood of the panel made before infliction of irreparable harm on the final decision or awardpetitioning Party. (h) Nothing in this Section 22 limits the right of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 22, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 22. In addition, nothing in this Section 22 prohibits the Parties from resolving any Dispute (in whole or in part) by agreement. The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretion. The costs of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Dispute.

Mandatory Arbitration. Except as provided Any controversy arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in subsection (h) connection with any of this Section 22its provisions, or any other controversy arising out of Executive’s employment, including, but not limited to, any Dispute must state or federal statutory claims, will be resolved by binding submitted to arbitration in accordance with the following: County of Sonoma, California, before a sole arbitrator selected from Judicial Arbitration and Mediation Services, Inc., or its successor (a) Either Party may begin arbitration by filing a demand for arbitration in accordance with the Arbitration Rules and concurrently Notifying the other Party of that demand. If the Parties are unable to agree upon a panel of three arbitrators within ten days after the demand for arbitration was filed (and do not agree to an extension of that ten-day period“JAMS”), either Party may request or if JAMS is no longer able to supply the Denver office of arbitrator, such arbitrator will be selected from the American Arbitration Association ("AAA") to appoint the arbitrator or arbitrators necessary to complete the panel in accordance with the Arbitration Rules. Each arbitrator so appointed shall Association, and will be deemed accepted by the Parties as part of the panel. (b) The arbitration shall be conducted in the Denver, Colorado metropolitan area at a place and time agreed upon by the Parties with the panel, or if the Parties cannot agree, as designated by the panel. The panel may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration shall be subject to the Federal Arbitration Act and conducted in accordance with California Code of Civil Procedure § 1280 et seq. as the Arbitration Rules to exclusive forum for the extent that they do not conflict with this Section 22. The Parties and the panel mayresolution of such dispute; provided, however, agree that in the event that provisional injunctive relief is not available, or is not available in a timely manner, through such arbitration, then provisional injunctive relief may, but need not, be sought by either party to vary to provisions this Agreement in a court of this Section 22 law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court will remain effective until the matter is finally determined by the Arbitrator. Either Executive or the matters otherwise governed Company may initiate the arbitration process by delivering a written request for arbitration to the other party within the time limits that would apply to the filing of a civil complaint in state or federal district court, as applicable to the claim at issue. A late request will be void. Final resolution of any dispute through arbitration may include any remedy or relief which the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the Arbitrator will issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator’s award or decision is based. Any award or relief granted by the Arbitration Rules. (e) The arbitration hearing shall be held within 60 days after the appointment of the panel. The panel's final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place of arbitration. The panel's final decision or award shall be based on this Agreement and applicable law. (f) The panel's final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party under or in connection with this Agreement. (g) The panel's final decision or award shall Arbitrator will be final and binding upon on the Parties, parties and judgment upon that decision or award may be entered in enforced by any court having of competent jurisdiction. The Parties waive any right to apply or appeal to any court Company will be responsible for relief from the preceding sentence or from any decision payment of the panel made before forum costs of any arbitration hereunder, including the final decision or award. (h) Nothing Arbitrator’s fee. Executive and the Company further agree that in this Section 22 limits the right of either Party any proceeding to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with terms of this Section 22Agreement, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 22. In addition, nothing in this Section 22 prohibits the Parties from resolving any Dispute (in whole or in part) by agreement. The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may party will be entitled to an award of its reasonable attorneys' ’ fees and costs incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretion. The costs resolution of the arbitration shall be borne equally by dispute in addition to any other relief granted. Notwithstanding this provision, the Parties unless otherwise determined by the panel in its award. The panel shall be empowered parties may mutually agree to impose sanctions and mediate any dispute prior to take such other actions as it deems necessary or following submission to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Disputearbitration.

Mandatory Arbitration. Except as provided Any controversy, claim or dispute arising out of or relating to this Warrant, whether in subsection (h) of this Section 22contract or tort, any Dispute must shall be resolved settled solely and exclusively by a binding arbitration process administered by JAMS in Orange County, California. Such arbitration shall be conducted in accordance with the following: (a) Either Party may begin arbitration by filing a demand for arbitration then-existing JAMS Expedited Arbitration Procedures, as set forth in accordance the JAMS Arbitration Rules of Practice and Procedure, with the Arbitration Rules following exceptions if in conflict: (i) one arbitrator who is a retired judge shall be chosen by JAMS; (ii) each party to the arbitration will pay one-half of the expenses and concurrently Notifying fees of the arbitrator, together with other Party expenses of the arbitration incurred or approved by the arbitrator; and (iii) arbitration may proceed in the absence of any party if written notice (pursuant to the JAMS rules and regulations) of the proceedings has been given to such party. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided, however, that demandnothing in this subsection shall be construed as precluding the bringing of an action for injunctive relief or specific performance as provided in this Warrant. This dispute resolution process and any arbitration hereunder shall be confidential and no party shall disclose the existence, contents or results of such process without the prior written consent of all parties, except where necessary or compelled in a court to enforce this arbitration provision or an award from such arbitration or otherwise in a legal proceeding. If JAMS no longer exists or is otherwise unavailable, the Parties are unable to parties agree upon a panel of three arbitrators within ten days after the demand for arbitration was filed (and do not agree to an extension of that ten-day period), either Party may request the Denver office of the American Arbitration Association ("“AAA"”) to appoint shall administer the arbitrator or arbitrators necessary to complete the panel arbitration in accordance with its then- existing Expedited Procedures as set forth in the Commercial Arbitration RulesRules as modified by this subsection. Each arbitrator so appointed In such event, all references herein to JAMS shall be deemed accepted by mean AAA. Notwithstanding the Parties as part foregoing, recognizing the irreparable damage will result to the parties in the event of the panel. (b) The arbitration shall be conducted in breach or threatened breach of any of the Denvercovenants hereof, Colorado metropolitan area at a place and time agreed upon by the Parties with the panel, or if the Parties cannot agree, as designated by the panel. The panel may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's showing of need that the requested discovery is likely to lead to material evidence needed to resolve parties’ remedies at law for any such breach or threatened breach will be inadequate, the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration parties shall be subject to the Federal Arbitration Act and conducted in accordance with the Arbitration Rules to the extent that they do not conflict with this Section 22. The Parties and the panel may, however, agree to vary to provisions of this Section 22 or the matters otherwise governed by the Arbitration Rules. (e) The arbitration hearing shall be held within 60 days after the appointment of the panel. The panel's final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place of arbitration. The panel's final decision or award shall be based on this Agreement and applicable law. (f) The panel's final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party under or in connection with this Agreement. (g) The panel's final decision or award shall be final and binding upon the Parties, and judgment upon that decision or award may be entered in any court having jurisdiction. The Parties waive any right to apply or appeal to any court for relief from the preceding sentence or from any decision of the panel made before the final decision or award. (h) Nothing in this Section 22 limits the right of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 22, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 22. In addition, nothing in this Section 22 prohibits the Parties from resolving any Dispute (in whole or in part) by agreement. The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award injunction, including a mandatory injunction, to be issued by any court of reasonable attorneys' fees incurred in connection competent jurisdiction ordering compliance with the arbitration in this Warrant or enjoining and restraining such amount, if any, as determined by the panel in its discretion. The costs of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Disputebreach.

Mandatory Arbitration. Except as provided in subsection (h) of this Section 2228, any Dispute (as defined in Section 6(d)) must be resolved by binding arbitration in accordance with the following: (a) Either Party may begin arbitration by filing a demand for arbitration in accordance with the Arbitration Rules and concurrently Notifying notifying the other Party of that demand. If the Parties are unable to agree upon a panel of three arbitrators within ten days after the demand for arbitration was filed (and do not agree to an extension of that ten-day period), either Party may request the Denver Houston, Texas office of the American Arbitration Association ("“AAA"”) to appoint the arbitrator or arbitrators necessary to complete the panel in accordance with the Arbitration Rules. Each arbitrator so appointed shall be deemed accepted by the Parties as part of the panel. Notwithstanding the foregoing, the Parties, by mutual consent, may agree to a single arbitrator instead of a panel of three arbitrators and, in such event, references herein to “panel” shall refer to the single appointed arbitrator. (b) The arbitration shall be conducted in the DenverHouston, Colorado Texas metropolitan area at a place and time agreed upon by the Parties with the panel, or if the Parties cannot agree, as designated by the panel. The panel may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's ’s showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration shall be subject to the Federal Arbitration Act and conducted in accordance with the Arbitration Rules to the extent that they do not conflict with this Section 2228. The Parties and the panel may, however, agree to vary to provisions of this Section 22 28 or the matters otherwise governed by the Arbitration Rules. (e) The arbitration hearing shall be held within 60 days after the appointment of the panel. The panel's ’s final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place of arbitration. The panel's ’s final decision or award shall be based on the terms and conditions of this Agreement and applicable law. (f) The panel's ’s final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party under or in connection with this Agreement. (g) The panel's ’s final decision or award shall be final and binding upon the Parties, and judgment upon that decision or award may be entered in any court having jurisdiction. The Parties waive any right to apply or appeal to any court for relief from the preceding sentence or from any decision of the panel that is made before the final decision or award. (h) Nothing in this Section 22 28 limits the right of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 2228, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 2228. In addition, nothing in this Section 22 28 prohibits the Parties from resolving any Dispute (in whole or in part) at any time by agreementmutual agreement or compromise. This Section 28 shall also not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Dispute. (i) The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award of reasonable attorneys' ’ fees incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretion. The costs of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. . (j) The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Dispute.

Mandatory Arbitration. Except as provided in subsection (h) of this Section 2230, any Dispute (as defined in Section 6(e)) must be resolved by binding arbitration in accordance with the following: (a) Either Party may begin arbitration by filing a demand for arbitration in accordance with the Arbitration Rules and concurrently Notifying the other Party of that demand. If the Parties are unable to agree upon a panel of three arbitrators within ten days after the demand for arbitration was filed (and do not agree to an extension of that ten-day period), either Party may request the Denver Denver, Colorado office of the American Arbitration Association ("AAA") to appoint the arbitrator or arbitrators necessary to complete the panel in accordance with the Arbitration Rules. Each arbitrator so appointed shall be deemed accepted by the Parties as part of the panel. (b) The arbitration shall be conducted in the Denver, Colorado metropolitan area at a place and time agreed upon by the Parties with the panel, or if the Parties cannot agree, as designated by the panel. The panel may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration shall be subject to the Federal Arbitration Act and conducted in accordance with the Arbitration Rules to the extent that they do not conflict with this Section 2230. The Parties and the panel may, however, agree to vary to provisions of this Section 22 30 or the matters otherwise governed by the Arbitration Rules. (e) The arbitration hearing shall be held within 60 days after the appointment of the panel. The panel's final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place of arbitration. The panel's final decision or award shall be based on this Agreement and applicable law. (f) The panel's final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party under or in connection with this Agreement. (g) The panel's final decision or award shall be final and binding upon the Parties, and judgment upon that decision or award may be entered in any court having jurisdiction. The Parties waive any right to apply or appeal to any court for relief from the preceding sentence or from any decision of the panel made before the final decision or award. (h) Nothing in this Section 22 30 limits the right of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 2230, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 2230. In addition, nothing in this Section 22 30 prohibits the Parties from resolving any Dispute (in whole or in part) by agreement. The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretion. The costs of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 30 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Dispute.

Mandatory Arbitration. Except as provided in subsection (hSection 10(d)(ii) of this Section 22above, any Dispute must be resolved by binding arbitration in accordance with the following: (a) Either Party may begin arbitration by filing a demand for arbitration in accordance with the Arbitration Rules and concurrently Notifying the other Party disagreement, dispute, controversy or claim arising out of that demand. If the Parties are unable or relating to agree upon a panel of three arbitrators within ten days after the demand for arbitration was filed (and do not agree to an extension of that ten-day period), either Party may request the Denver office of the American Arbitration Association ("AAA") to appoint the arbitrator or arbitrators necessary to complete the panel in accordance with the Arbitration Rules. Each arbitrator so appointed shall be deemed accepted by the Parties as part of the panel. (b) The arbitration shall be conducted in the Denver, Colorado metropolitan area at a place and time agreed upon by the Parties with the panel, or if the Parties cannot agree, as designated by the panel. The panel may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration shall be subject to the Federal Arbitration Act and conducted in accordance with the Arbitration Rules to the extent that they do not conflict with this Section 22. The Parties and the panel may, however, agree to vary to provisions of this Section 22 Agreement or the matters otherwise governed by the Arbitration Rules. (e) The arbitration hearing shall be held within 60 days after the appointment of the panel. The panel's final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place of arbitration. The panel's final decision or award shall be based on this Agreement and applicable law. (f) The panel's final decision or award may include injunctive relief in response to any actual or impending breach interpretation of this Agreement or any other actual arrangements relating to this Agreement or impending action contemplated in this Agreement or omission of a Party under the breach, termination or in connection with this Agreement. (g) The panel's final decision or award invalidity thereof shall be settled by final and binding arbitration administered by JAMS/Endispute in Kansas City, Missouri in accordance with the then existing JAMS/Endispute Arbitration Rules and Procedures for Employment Disputes. In the event of such an arbitration proceeding, the Executive and the Company shall each select an arbitrator from among the JAMS/Endispute panel of arbitrators and those selected shall mutually select a third acceptable neutral arbitrator from among the JAMS/Endispute panel of arbitrators. In the event the Executive and the Company cannot agree on an arbitrator, the Administrator of JAMS/Endispute will appoint an arbitrator. Neither the Executive nor the Company nor the arbitrator shall disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties. Except as provided herein, the Federal Arbitration Act shall govern the interpretation, enforcement and all proceedings. The arbitrator shall be required to abide by the provisions of this Agreement and the arbitrator shall not modify or alter same. Such arbitration shall be conducted under a “baseball arbitration” format, pursuant to which the arbitrator shall be required to adopt the position of one of the parties, and not any compromise position. The Company shall be responsible for the arbitrator’s fees and costs. All reasonable costs and expenses (including fees and disbursements of counsel) incurred by the Executive in seeking to interpret this Agreement or enforce rights pursuant to this Agreement shall be paid on behalf of or reimbursed to the Executive promptly by the Company, provided that the Executive is successful in asserting such rights The arbitrator shall apply the substantive law (and the law of remedies, if applicable) of the State of Delaware, or federal law, or both, as applicable, and the arbitrator is without jurisdiction to apply any different substantive law. The arbitrator shall be required by abide by the provisions of this Agreement and the arbitrator shall not modify or alter same. The arbitrator shall have the authority to entertain a motion to dismiss and/or a motion for summary judgment by any party and shall apply the standards governing such motions under the Federal Rules of Civil Procedure. The arbitrator shall render an award and a written, reasoned opinion in support thereof. Judgment upon the Parties, and judgment upon that decision or award may be entered in any court having jurisdictionjurisdiction thereof. The Parties waive any right to apply Nothing herein contained shall preclude either party from seeking equitable or appeal to any court for injunctive relief from a court of competent jurisdiction in order to prevent, terminate or reduce the preceding sentence or from any decision likelihood of the panel made before infliction of irreparable harm on the final decision or awardpetitioning party. (h) Nothing in this Section 22 limits the right of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 22, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 22. In addition, nothing in this Section 22 prohibits the Parties from resolving any Dispute (in whole or in part) by agreement. The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretion. The costs of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Dispute.

Mandatory Arbitration. Except as provided in subsection (h) of this Section 2231, any Dispute must be resolved by binding arbitration in accordance with the following: (a) Either Party may begin arbitration by filing a demand for arbitration in accordance with the Commercial Arbitration Rules of the AAA (the “Arbitration Rules”) and concurrently Notifying notifying the other Party of that demand. If the Parties are unable to agree upon a panel of three neutral arbitrators within ten twenty days after the demand for arbitration was filed (and do not the Parties agree to an a reasonable, one-time extension of that tentwenty-day period), either Party may request the Denver Houston, Texas office of the American Arbitration Association ("“AAA"”) to appoint the arbitrator or arbitrators necessary to complete the panel in accordance with the Arbitration Rules. Each arbitrator so appointed shall be deemed accepted by the Parties as part of the panel. Notwithstanding the foregoing, the Parties, by mutual consent, may agree to a single arbitrator instead of a panel of three arbitrators and, in such event, references herein to “panel” shall refer to the single appointed arbitrator. (b) The arbitration shall be conducted in the DenverHouston, Colorado Texas metropolitan area at a place and time agreed upon by the Parties with the panel, or if the Parties cannot agree, as designated by the panel. The panel may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's ’s showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration shall be subject to the Federal Arbitration Act and conducted in accordance with the Arbitration Rules to the extent that they do not conflict with this Section 2231. The Parties and the panel may, however, agree to vary to provisions of this Section 22 31 or the matters otherwise governed by the Arbitration RulesRules as permitted by law. (e) The arbitration hearing shall be held within 60 days after the appointment of the panel. The panel's ’s final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place of arbitration. The panel's ’s final decision or award shall be based on the terms and conditions of this Agreement and applicable law. (f) The panel's final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party under or in connection with this Agreement. (g) The panel's final decision or award shall be final and binding upon the Parties, and judgment upon that decision or award may be entered in any court having jurisdiction. The Parties waive any right to apply or appeal to any court for relief from the preceding sentence or from any decision of the panel made before the final decision or award. (h) Nothing in this Section 22 limits the right of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 22, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 22. In addition, nothing in this Section 22 prohibits the Parties from resolving any Dispute (in whole or in part) by agreement. The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretion. The costs of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Dispute.

Mandatory Arbitration. Except as provided in subsection (h) of this Section 2226, any Dispute (as defined in Section 6(c)) must be resolved by binding arbitration in accordance with the following: (a) Either Party may begin arbitration by filing a demand for arbitration in accordance with the Arbitration Rules and concurrently Notifying the other Party of that demand. If the Parties are unable to agree upon a panel of three arbitrators within ten days after the demand for arbitration was filed (and do not agree to an extension of that ten-day period), either Party may request the Denver Houston, Texas office of the American Arbitration Association ("“AAA"”) to appoint the arbitrator or arbitrators necessary to complete the panel in accordance with the Arbitration Rules. Each arbitrator so appointed shall be deemed accepted by the Parties as part of the panel. (b) The arbitration shall be conducted in the Denver, Colorado Houston metropolitan area at a place and time agreed upon by the Parties with the panel, or if the Parties cannot agree, as designated by the panel. The panel may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's ’s showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration shall be subject to the Federal Arbitration Act and conducted in accordance with the Arbitration Rules to the extent that they do not conflict with this Section 2226. The Parties and the panel may, however, agree to vary to provisions of this Section 22 26 or the matters otherwise governed by the Arbitration Rules. (e) The arbitration hearing shall be held within 60 days after the appointment of the panel. The panel's ’s final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place of arbitration. The panel's ’s final decision or award shall be based on this Agreement and applicable law. (f) The panel's ’s final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party under or in connection with this Agreement. (g) The panel's ’s final decision or award shall be final and binding upon the Parties, and judgment upon that decision or award may be entered in any court having jurisdiction. The Parties waive any right to apply or appeal to any court for relief from the preceding sentence or from any decision of the panel made before the final decision or award. (h) Nothing in this Section 22 26 limits the right of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 2226, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 2226. In addition, nothing in this Section 22 26 prohibits the Parties from resolving any Dispute (in whole or in part) by agreement. The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award of reasonable attorneys' ’ fees incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretion. The costs of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 26 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Dispute.

Mandatory Arbitration. Except as provided in subsection Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes, and judgment upon the award rendered by the arbitrators may be entered by any court having jurisdiction thereof. Any arbitration under this Agreement shall be adjudicated by three (h3) arbitrators, one selected by Employer within fifteen (15) days after the commencement of this Section 22arbitration, any Dispute must be resolved one selected by binding Employee within fifteen (15) days after the commencement of arbitration in accordance with and one selected by the following: two arbitrators within five (a5) Either Party may begin arbitration by filing a demand for arbitration in accordance with the Arbitration Rules and concurrently Notifying the other Party of that demanddays after their appointment. If the Parties arbitrators selected by the parties are unable or fail to agree upon a panel of three arbitrators within ten days after third arbitrator, the demand for arbitration was filed (and do not agree to an extension of that ten-day period), either Party may request the Denver office of third arbitrator shall be selected by the American Arbitration Association ("AAA") to appoint the arbitrator or arbitrators necessary to complete the panel in accordance with the Arbitration RulesAssociation. Each arbitrator so appointed shall be deemed accepted by the Parties as part The place of the panel. (b) The arbitration shall be conducted in the Denver, Colorado metropolitan area at a place and time agreed within the City of Los Angeles, California. Either party may apply to the arbitrators seeking injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Consistent with the expedited nature of arbitration, each party will, upon the written request of the other party, promptly provide the other with copies of documents relevant to the issued raised by any claim or counterclaim. Any dispute regarding discovery, or the relevance or scope thereof, shall be determined by the Parties with the panelarbitrators, or if the Parties cannot agree, as designated by the panel. The panel may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration which determination shall be subject to the Federal Arbitration Act and conducted in accordance with the Arbitration Rules to the extent that they do not conflict with this Section 22conclusive. The Parties and the panel may, however, agree to vary to provisions of this Section 22 or the matters otherwise governed by the Arbitration Rules. (e) The arbitration hearing All discovery shall be held completed within 60 forty-five (45) days after following the appointment of the panelthird arbitrator. The panel's final decision or award shall be by majority vote of the panel and shall be made within 30 days after six (6) months of the hearingfiling of the notice of intention to arbitrate, and the arbitrators shall agree to comply with this schedule before accepting appointment. That final decision or The arbitration panel's award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place of arbitrationfinal. The panel's final decision or award shall be based on this Agreement parties agree and applicable law. (f) The panel's final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party under or in connection with this Agreement. (g) The panel's final decision or award shall be final and binding consent that judgment upon the Parties, and judgment upon that decision or arbitration award may be entered in any court having jurisdiction. The Parties waive any right to apply federal or appeal to any court for relief from the preceding sentence or from any decision of the panel made before the final decision or award. (h) Nothing in this Section 22 limits the right of either Party to apply to a state court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 22, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 22. In addition, nothing in this Section 22 prohibits the Parties from resolving any Dispute (in whole or in part) by agreement. The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedingsthereof. The prevailing Party in the arbitration proceeding may party shall be entitled to an award of recover its costs and reasonable attorneys' fees incurred in connection with fees, and the party losing the arbitration in such amountshall pay all expenses and fees of the American Arbitration Association, if any, as determined by the panel in its discretion. The all costs of the arbitration shall be borne equally by stenographic record, all expenses of witnesses or proofs that may have been produced at the Parties unless otherwise determined by direction of the panel in its awardarbitrators, and the fees, costs, and expenses of the arbitrators. The arbitration panel shall designate the prevailing party for these purposes. Except as may be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude law, neither a party, its counsel and other representatives, nor an arbitrator may disclose the Parties at existence, content, or results of any time from mutually agreeing to pursue non-binding mediation arbitrator hereunder without the prior written consent of the Disputeboth parties.

Mandatory Arbitration. Except as provided in subsection (h) of this Section 2229, any Dispute (as defined in Section 6(e)) must be resolved by binding arbitration in accordance with the followingFederal Arbitration Act and the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association as then effective (the “Arbitration Rules”), subject to this Section 29 as follows: (a) Either Party Any party may begin arbitration by filing a demand for arbitration in accordance with the Arbitration Rules and concurrently Notifying notifying the other Party of that demand. If the Parties are unable to agree upon a panel of three arbitrators single arbitrator within ten days after the demand for arbitration was filed (and do not agree to an extension of that ten-day period), either Party may request the Denver Houston, Texas, office of the American Arbitration Association ("“AAA"”) to appoint the a single arbitrator or arbitrators necessary to complete the panel in accordance with the Arbitration Rules. Each The arbitrator so appointed shall be deemed accepted by the Parties as part of the panelParties. (b) The arbitration shall be conducted in the DenverHouston, Colorado metropolitan area Texas, at a place and time agreed upon by the Parties with the panelarbitrator, or if the Parties cannot agree, as designated by the panelarbitrator. The panel arbitrator may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel arbitrator may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel arbitrator may authorize any and all forms of discovery upon a Party's ’s showing of need that the requested discovery is reasonably likely to lead to material the discovery of admissible evidence needed to resolve the Dispute and/or allow either party to discover such facts that shall afford full and is not excessive in scope, timing, or costadequate relief. (d) The arbitration shall be subject to the Federal Arbitration Act and conducted in accordance with the Arbitration Rules to the extent that they do not conflict with this Section 2229. The Parties and the panel arbitrator may, however, agree to vary to provisions of this Section 22 29 or the matters otherwise governed by the Arbitration Rules. (e) The arbitration hearing shall be held within 60 days after the appointment of the panelarbitrator. The panel's arbitrator’s final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panelarbitrator, and shall be deemed issued at the place of arbitration. The panel's arbitrator’s final decision or award shall be based on this Agreement and applicable law. (f) The panel's To the extent that the arbitrator’s final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party under or in connection with this Agreement, any such injunctive relief shall not be enforceable against the other party until entered by order of a court of competent jurisdiction. (g) The panel's arbitrator’s final decision or award shall be final and binding upon the Parties, and judgment upon that decision or award may be entered in any court having jurisdiction. The Parties waive any right to apply or appeal to any court for relief from the preceding sentence or from any decision of the panel arbitrator that is made before the final decision or award. (h) Nothing in this Section 22 29 limits the right of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 2229, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 2229. In addition, nothing in this Section 22 29 prohibits the Parties from resolving any Dispute (in whole or in part) by mutual agreement. This Section 29 shall also not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Dispute. (i) The panel arbitrator may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award of reasonable attorneys' ’ fees incurred in connection with the arbitration in such amount, if any, as determined by the panel arbitrator in its discretion. The costs of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel arbitrator in its award. . (j) The panel arbitrator shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Dispute.

Mandatory Arbitration. Except as provided As a condition of participating in subsection (h) this Sweepstakes, except where prohibited by law, Participant agrees that any dispute, claim or controversy arising out of this Section 22or relating to the Sweepstakes, any Dispute must the award of a prize, or the breach, termination, enforcement, interpretation or validity of the Official Rules, shall be resolved submitted to and determined by binding arbitration JAMS exclusively on an individual, non-class basis pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the following: (a) Either Party may begin arbitration by filing a demand for arbitration Expedited Procedures in accordance with the Arbitration Rules and concurrently Notifying the other Party of that demand. If the Parties are unable to agree upon a panel of three arbitrators within ten days after the demand for arbitration was filed (and do not agree to an extension of that ten-day period), either Party may request the Denver office of the American Arbitration Association ("AAA") to appoint the arbitrator or arbitrators necessary to complete the panel in accordance with the Arbitration those Rules. Each arbitrator so appointed For the avoidance of doubt, Participant agrees that any and all disputes, claims and causes of action arising out of or related to this Sweepstakes or any prize awarded shall be deemed accepted by resolved individually and not in the Parties form of any class action or other form of representative action. Participant agrees that, as part a condition of participating in this Sweepstakes, Participant waives any right to bring any action arising from or related to the panel. (b) Sweepstakes or the award of a prize as a class or other representative action. The arbitration shall be conducted held in San Bernardino County, California, before a single arbitrator, who shall be an attorney at law and an experienced commercial and contract law arbitrator. The Sponsor shall bear the cost of the arbitration, including the compensation of the Arbitrator and all administrative expenses. The parties may be represented by their own attorneys in the Denverarbitration proceeding and, Colorado metropolitan area at a place except as may otherwise be required by law, shall be responsible for their own attorneys’ fees and time agreed upon by costs incurred in presenting their case to the Parties with the panel, or if the Parties cannot agree, as designated by the panelArbitrator. The panel mayArbitrator shall have the power to award all legal relief available in a court of law, including any and all damages that may be available for any of the claims asserted, provided, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is arbitrator may not excessive in scopeaward any incidental, timingindirect, or cost. (d) The arbitration shall be subject to the Federal Arbitration Act and conducted in accordance with the Arbitration Rules to the extent that they do not conflict with this Section 22. The Parties and the panel mayconsequential damages, howeverincluding damages for lost profits, agree to vary to provisions of this Section 22 or the matters otherwise governed by the Arbitration Rules. (e) The arbitration hearing shall be held within 60 days after the appointment of the panel. The panel's final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place of arbitration. The panel's final decision or award shall be based on this Agreement and applicable law. (f) The panel's final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party relief waived under or in connection with this Agreement. . In addition, each of the parties shall retain all defenses that they would have in a judicial proceeding, including defenses based on the expiration of the statute of limitations and that the damages being sought are not authorized or are excessive. The Arbitrator shall render a written award within thirty (g30) The panel's final decision or Days after the matter is submitted for determination, and the award of the arbitrator shall be final and binding upon on the Parties, and judgment upon that decision or parties. Judgment on the award may be entered in any court having jurisdiction. The Parties waive any right to apply or appeal to any court for relief from the preceding sentence or from any decision of the panel made before the final decision or award. (h) Nothing in this Section 22 limits the right of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 22This provision, (ii) seek provisional or temporary injunctive reliefhowever, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 22. In addition, nothing in this Section 22 prohibits the Parties from resolving any Dispute (in whole or in part) by agreement. The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretion. The costs of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude the Parties at any time parties hereto from mutually agreeing to pursue non-binding mediation seeking provisional remedies in aid of the Disputearbitration from a court of appropriate jurisdiction, including preliminary injunctive relief.

Mandatory Arbitration. Except as provided in subsection (h) of this Section 2229, any Dispute (as defined in Section 6(d)) must be resolved by binding arbitration in accordance with the following: (a) Either Party may begin arbitration by filing a demand for arbitration in accordance with the Arbitration Rules and concurrently Notifying notifying the other Party of that demand. If the Parties are unable to agree upon a panel of three neutral arbitrators within ten twenty days after the demand for arbitration was filed (and do not the Parties agree to an a reasonable, one-time extension of that tentwenty-day period), either Party may request the Denver Houston, Texas office of the American Arbitration Association ("“AAA"”) to appoint the arbitrator or arbitrators necessary to complete the panel in accordance with the Arbitration Rules. Each arbitrator so appointed shall be deemed accepted by the Parties as part of the panel. Notwithstanding the foregoing, the Parties, by mutual consent, may agree to a single arbitrator instead of a panel of three arbitrators and, in such event, references herein to “panel” shall refer to the single appointed arbitrator. (b) The arbitration shall be conducted in the DenverHouston, Colorado Texas metropolitan area at a place and time agreed upon by the Parties with the panel, or if the Parties cannot agree, as designated by the panel. The panel may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's ’s showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration shall be subject to the Federal Arbitration Act and conducted in accordance with the Commercial Arbitration Rules of the AAA to the extent that they do not conflict with this Section 2229. The Parties and the panel may, however, agree to vary to provisions of this Section 22 29 or the matters otherwise governed by the Arbitration RulesRules as permitted by law. (e) The arbitration hearing shall be held within 60 days after the appointment of the panel. The panel's ’s final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place of arbitration. The panel's ’s final decision or award shall be based on the terms and conditions of this Agreement and applicable law. (f) The panel's ’s final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party under or in connection with this Agreement. (g) The panel's ’s final decision or award shall be final and binding upon the Parties, and judgment upon that decision or award may be entered in any court having jurisdiction. The Parties waive any right to apply or appeal to any court for relief re1ief from the preceding sentence or from any decision of the panel that is made before the final decision or award. (h) Nothing in this Section 22 29 limits the right of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 2229, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 2229. In addition, nothing in this Section 22 29 prohibits the Parties from resolving any Dispute (in whole or in part) at any time by agreementmutual agreement or compromise. This Section 29 shall also not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Dispute. (i) The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award of reasonable attorneys' ’ fees incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretion. The costs of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. . (j) The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Dispute.

Mandatory Arbitration. Except as provided Any controversy, dispute or claim of whatsoever nature arising out of, in subsection (h) of this Section 22, any Dispute must be resolved by binding arbitration in accordance with the following: (a) Either Party may begin arbitration by filing a demand for arbitration in accordance with the Arbitration Rules and concurrently Notifying the other Party of that demand. If the Parties are unable to agree upon a panel of three arbitrators within ten days after the demand for arbitration was filed (and do not agree to an extension of that ten-day period), either Party may request the Denver office of the American Arbitration Association ("AAA") to appoint the arbitrator or arbitrators necessary to complete the panel in accordance with the Arbitration Rules. Each arbitrator so appointed shall be deemed accepted by the Parties as part of the panel. (b) The arbitration shall be conducted in the Denver, Colorado metropolitan area at a place and time agreed upon by the Parties with the panelconnection with, or if the Parties cannot agree, as designated by the panel. The panel may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration shall be subject relation to the Federal Arbitration Act and conducted in accordance with the Arbitration Rules to the extent that they do not conflict with this Section 22. The Parties and the panel mayinterpretation, however, agree to vary to provisions of this Section 22 performance or the matters otherwise governed by the Arbitration Rules. (e) The arbitration hearing shall be held within 60 days after the appointment of the panel. The panel's final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place of arbitration. The panel's final decision or award shall be based on this Agreement and applicable law. (f) The panel's final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement (other than any controversy, dispute or claim arising out of, in connection with, or in relation to Section 5 of Exhibit F), including any claim based on contract, tort or statute, shall be determined by final and binding, confidential arbitration by the AAA in accordance with its then-existing Commercial Arbitration Rules, and the sole arbitrator shall be selected in accordance with such AAA rules. Any arbitration hereunder shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16 (or any other actual or impending action or omission of a Party under or in connection with this Agreement. (g) The panel's final decision or award shall be final and binding upon the Partiessuccessor legislation thereto), and judgment upon that decision or the award rendered by the arbitrator may be entered in by any court having jurisdiction. The Parties waive any right to apply state or appeal to any court for relief from the preceding sentence or from any decision of the panel made before the final decision or award. (h) Nothing in this Section 22 limits the right of either Party to apply to a federal court having jurisdiction thereof. Neither the Members nor the arbitrator shall disclose the existence, content or results of any arbitration hereunder without the prior written consent of all Members except to (i) the extent necessary to enforce the agreement award or required by applicable law; provided, however, that either Member may disclose the existence, content or results of any such arbitration to arbitrate in accordance with this Section 22its partners, (ii) seek provisional or temporary injunctive reliefofficers, in response directors, employees, agents, attorneys and accountants and to any other Person to whom disclosure is required by applicable law, including pursuant to an actual order of a court of competent jurisdiction, or impending breach by any regulations or securities exchange listing rules applicable to such party or its Affiliates. Unless otherwise agreed by the parties, any arbitration hereunder shall be held at a neutral location selected by the arbitrator in the metropolitan area of Boston, Massachusetts. The cost of the Agreement or otherwise so as arbitrator and the expenses relating to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 22. In addition, nothing in this Section 22 prohibits the Parties from resolving any Dispute (in whole or in part) by agreement. The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award (exclusive of reasonable attorneys' fees incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretion. The costs of the arbitration legal fees) shall be borne equally by the Parties both Members unless otherwise determined by specified in the panel in its awardaward of the arbitrator. The panel Such fees and costs paid or payable to the arbitrator shall be empowered included in costs and reasonable attorneys’ fees for purposes of Section 8.18 and the arbitrator shall specifically have the power to impose sanctions and to take such other actions as it deems necessary award to the same extent a judge could impose sanctions or take such other actions prevailing party pursuant to such Section such party’s costs and expenses incurred in such arbitration, including fees and costs paid to the Federal Rules of Civil Procedure and applicable lawarbitrator. Each party agrees to keep all Disputes Member’s obligation under this Section 8.17 will survive the dissolution, liquidation and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation winding up of the DisputeCompany.

Mandatory Arbitration. Except as provided in subsection (h) of this Section 2227, any Dispute (as defined in Section 6(d)) must be resolved by binding arbitration in accordance with the followingFederal Arbitration Act and the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association as then effective (the "Arbitration Rules"), subject to this Section 27 as follows: (a) Either Party may begin arbitration by filing a demand for arbitration in accordance with the Arbitration Rules and concurrently Notifying notifying the other Party of that demand. If the Parties are unable to agree upon a panel of three arbitrators within ten days after the demand for arbitration was filed (and do not agree to an extension of that ten-day period), either Party may request the Denver Houston, Texas office of the American Arbitration Association ("AAA") to appoint the arbitrator or arbitrators necessary to complete the panel in accordance with the Arbitration Rules. Each arbitrator so appointed shall be deemed accepted by the Parties as part of the panel. The Parties, by mutual consent, may agree to a single arbitrator instead of a panel of _______________ Initials _______________ Initials three arbitrators and, in such event, references herein to "panel" shall refer to the single appointed arbitrator. (b) The arbitration shall be conducted in the DenverHouston, Colorado Texas metropolitan area at a place and time agreed upon by the Parties with the panel, or if the Parties cannot agree, as designated by the panel. The panel may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration shall be subject to the Federal Arbitration Act and conducted in accordance with the Arbitration Rules to the extent that they do not conflict with this Section 2227. The Parties and the panel may, however, agree to vary to provisions of this Section 22 27 or the matters otherwise governed by the Arbitration Rules. (e) The arbitration hearing shall be held within 60 days after the appointment of the panel. The panel's final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place of arbitration. The panel's final decision or award shall be based on this Agreement and applicable law. (f) The panel's final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party under or in connection with this Agreement. (g) The panel's final decision or award shall be final and binding upon the Parties, and judgment upon that decision or award may be entered in any court having jurisdiction. The Parties waive any right to apply or appeal to any court for relief from the preceding sentence or from any decision of the panel that is made before the final decision or award. (h) Nothing in this Section 22 27 limits the right of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 2227, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 2227. In addition, nothing in this Section 22 27 prohibits the Parties from resolving any Dispute (in whole or in part) by agreement. This Section 27 shall also not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Dispute. _______________ Initials _______________ Initials (i) The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretion. The costs of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. . (j) The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Dispute.

Mandatory Arbitration. Except as provided in subsection (h) Any controversy or claim between the parties hereto and arising out of or relating to this Agreement, or the breach thereof, other than claims pursuant to Section 228.16, any Dispute must shall be resolved settled by binding arbitration administered by JAMS in accordance with the following: (a) Either Party may begin arbitration by filing a demand for arbitration in accordance with the its Comprehensive Arbitration Rules and concurrently Notifying Procedures and judgment on the other Party of that demand. If the Parties are unable to agree upon a panel of three arbitrators within ten days after the demand for arbitration was filed (and do not agree to an extension of that ten-day period), either Party may request the Denver office of the American Arbitration Association ("AAA") to appoint the arbitrator or arbitrators necessary to complete the panel in accordance with the Arbitration Rules. Each arbitrator so appointed shall be deemed accepted award rendered by the Parties as part of the panel. (barbitrator(s) The arbitration shall be conducted in the Denver, Colorado metropolitan area at a place and time agreed upon by the Parties with the panel, or if the Parties cannot agree, as designated by the panel. The panel may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration shall be subject to the Federal Arbitration Act and conducted in accordance with the Arbitration Rules to the extent that they do not conflict with this Section 22. The Parties and the panel may, however, agree to vary to provisions of this Section 22 or the matters otherwise governed by the Arbitration Rules. (e) The arbitration hearing shall be held within 60 days after the appointment of the panel. The panel's final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place of arbitration. The panel's final decision or award shall be based on this Agreement and applicable law. (f) The panel's final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party under or in connection with this Agreement. (g) The panel's final decision or award shall be final and binding upon the Parties, and judgment upon that decision or award may be entered in any court having jurisdictionjurisdiction thereof. Claims shall be heard by a single arbitrator mutually selected by Parent and the Company, unless the claim amount exceeds $1,000,000.00, in which case (a) the dispute shall be heard by a panel of three (3) arbitrators and (b) within fifteen (15) days after the commencement of arbitration, each of Parent and the Company shall select one (1) person to act as arbitrator and the parties shall use commercially reasonable efforts to cause the two (2) selected arbitrators to select a third arbitrator within ten (10) days of their appointment. If the arbitrators selected by the parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be selected by JAMS. The Parties waive any right to arbitrator(s) shall be former judges experienced in mergers and acquisitions matters, unless otherwise agreed by the parties. The place of arbitration shall be New York, New York. The parties agree that the arbitrator shall apply or appeal to any court for relief from the preceding sentence or from any decision substantive law of the panel made before the final decision or award. (h) Nothing in this Section 22 limits the right state of either Party Delaware to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate all claims, provided that discovery shall be permitted and shall be conducted in accordance with this Section 22, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach the Rules of Civil Procedure of the Agreement or otherwise so as State of New York. The parties hereto shall use commercially reasonable efforts to avoid an irreparable damage or maintain cause the status quoaward to be made within six (6) months of the filing of the notice of intention to arbitrate (demand), until a final arbitration decision or award is rendered or and the Dispute is otherwise resolved, or (iiiarbitrator(s) challenge or vacate any final arbitration decision or award that does not shall agree to comply with this Section 22schedule before accepting appointment. In additionHowever, nothing in this Section 22 prohibits time limit may be extended by the Parties from resolving any Dispute (in whole arbitrator for good cause shown, or in part) by agreementmutual written agreement of the parties. The panel may proceed arbitrator(s) shall award to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such amountparty, if any, as determined by the panel in its discretionarbitrators, all of such prevailing party’s costs and fees. “Costs and fees” mean all reasonable pre-award expenses of the arbitration, including the arbitrators’ fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and reasonable attorneys’ fees. The costs award of the arbitration arbitrators shall be borne equally accompanied by the Parties unless otherwise determined by the panel in its awarda reasoned written opinion. The panel shall Except as may be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude law, neither a party nor an arbitrator may disclose the Parties at existence, content, or results of any time from mutually agreeing to pursue non-binding mediation arbitration hereunder without the prior written consent of the Disputeboth parties.

Mandatory Arbitration. Except as provided in subsection (h) of this Section 22, any Dispute must be resolved by binding arbitration in accordance with the following: (a) Either Party may begin arbitration by filing a demand for arbitration in accordance with the Arbitration Rules and concurrently Notifying the other Party of that demand. If the Parties are unable to agree upon a panel of three arbitrators within ten days after the demand for arbitration was filed (and do not agree to an extension of that ten-day period6(e), either Party may request the Denver office each and every disagreement, dispute, controversy or claim arising out of the American Arbitration Association ("AAA") or relating to appoint the arbitrator or arbitrators necessary to complete the panel in accordance with the Arbitration Rules. Each arbitrator so appointed shall be deemed accepted by the Parties as part of the panel. (b) The arbitration shall be conducted in the Denver, Colorado metropolitan area at a place and time agreed upon by the Parties with the panel, or if the Parties cannot agree, as designated by the panel. The panel may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration shall be subject to the Federal Arbitration Act and conducted in accordance with the Arbitration Rules to the extent that they do not conflict with this Section 22. The Parties and the panel may, however, agree to vary to provisions of this Section 22 Agreement or the matters otherwise governed by the Arbitration Rules. (e) The arbitration hearing shall be held within 60 days after the appointment of the panel. The panel's final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place of arbitration. The panel's final decision or award shall be based on this Agreement and applicable law. (f) The panel's final decision or award may include injunctive relief in response to any actual or impending breach interpretation of this Agreement or any other actual arrangements relating to this Agreement or impending action contemplated in this Agreement or omission of a Party under the breach, termination or in connection with this Agreement. (g) The panel's final decision or award invalidity thereof shall be settled by final and binding upon arbitration administered by JAMS in Polk County, Iowa in accordance with the then existing JAMS Arbitration Rules and Procedures for Employment Disputes. In the event of such an arbitration proceeding, the Parties shall select a mutually acceptable neutral arbitrator from among the JAMS panel of arbitrators. In the event the Parties cannot agree on an arbitrator, the Administrator of JAMS will appoint an arbitrator. Neither Executive nor the Company nor the arbitrator shall disclose the existence, content or results of any arbitration hereunder without the prior written consent of all parties. Except as provided herein, the Federal Arbitration Act shall govern the interpretation, enforcement and all proceedings under this Section 11. The arbitrator shall be required to abide by the provisions of this Agreement and the arbitrator shall not modify or alter same. Such arbitration shall be conducted under a “baseball arbitration” format, pursuant to which the arbitrator shall be required to adopt the position of one of the Parties, and not any compromise position. The Company shall be responsible for paying any filing fee and the fees and costs of the arbitrator; provided, however, if Executive is the party initiating the arbitration, Executive shall contribute an amount equal to the filing fee that would have been payable by Executive if Executive had, in lieu of commencing arbitration, instead asserted those claims in litigation filed in the courts of Polk County, Iowa. Except as provided in the immediately preceding sentence, each Party shall pay for its own costs and attorneys’ fees, if any, in connection with arbitration under this Section 11. The arbitrator shall apply the substantive law (and the law of remedies, if applicable) of the State of Iowa, or federal law, or both, as applicable, and the arbitrator is without jurisdiction to apply any different substantive law. The arbitrator shall have the authority to entertain a motion to dismiss and/or a motion for summary judgment by any Party and shall apply the standards governing such motions under the Federal Rules of Civil Procedure. The arbitrator shall render an award and a written, reasoned opinion in support thereof. Judgment upon that decision or the award may be entered in any court having jurisdictionjurisdiction thereof. The Parties waive any right to apply Nothing herein contained shall preclude either Party from seeking equitable or appeal to any court for injunctive relief from a court of competent jurisdiction in order to prevent, terminate or reduce the preceding sentence or from any decision likelihood of the panel made before infliction of irreparable harm on the final decision or awardpetitioning Party. (h) Nothing in this Section 22 limits the right of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 22, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 22. In addition, nothing in this Section 22 prohibits the Parties from resolving any Dispute (in whole or in part) by agreement. The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretion. The costs of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Dispute.

Mandatory Arbitration. Except as provided Any controversy, claim or dispute arising out of or relating to this Warrant, whether in subsection (h) of this Section 22contract or tort, any Dispute must shall be resolved settled solely and exclusively by a binding arbitration process administered by JAMS in Orange County, California. Such arbitration shall be conducted in accordance with the following: (a) Either Party may begin arbitration by filing a demand for arbitration then-existing JAMS Expedited Arbitration Procedures, as set forth in accordance the JAMS Arbitration Rules of Practice and Procedure, with the Arbitration Rules following exceptions if in conflict: (i) one arbitrator who is a retired judge shall be chosen by JAMS; (ii) each party to the arbitration will pay one-half of the expenses and concurrently Notifying fees of the arbitrator, together with other Party expenses of the arbitration incurred or approved by the arbitrator; and (iii) arbitration may proceed in the absence of any party if written notice (pursuant to the JAMS rules and regulations) of the proceedings has been given to such party. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided, however, that demandnothing in this subsection shall be construed as precluding the bringing of an action for injunctive relief or specific performance as provided in this Warrant. This dispute resolution process and any arbitration hereunder shall be confidential and no party shall disclose the existence, contents or results of such process without the prior written consent of all parties, except where necessary or compelled in a court to enforce this arbitration provision or an award from such arbitration or otherwise in a legal proceeding. If JAMS no longer exists or is otherwise unavailable, the Parties are unable to parties agree upon a panel of three arbitrators within ten days after the demand for arbitration was filed (and do not agree to an extension of that ten-day period), either Party may request the Denver office of the American Arbitration Association ("“AAA"”) to appoint shall administer the arbitrator or arbitrators necessary to complete the panel arbitration in accordance with its then-existing Expedited Procedures as set forth in the Commercial Arbitration RulesRules as modified by this subsection. Each arbitrator so appointed In such event, all references herein to JAMS shall be deemed accepted by mean AAA. Notwithstanding the Parties as part foregoing, recognizing the irreparable damage will result to the parties in the event of the panel. (b) The arbitration shall be conducted in breach or threatened breach of any of the Denvercovenants hereof, Colorado metropolitan area at a place and time agreed upon by the Parties with the panel, or if the Parties cannot agree, as designated by the panel. The panel may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's showing of need that the requested discovery is likely to lead to material evidence needed to resolve parties’ remedies at law for any such breach or threatened breach will be inadequate, the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration parties shall be subject to the Federal Arbitration Act and conducted in accordance with the Arbitration Rules to the extent that they do not conflict with this Section 22. The Parties and the panel may, however, agree to vary to provisions of this Section 22 or the matters otherwise governed by the Arbitration Rules. (e) The arbitration hearing shall be held within 60 days after the appointment of the panel. The panel's final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place of arbitration. The panel's final decision or award shall be based on this Agreement and applicable law. (f) The panel's final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party under or in connection with this Agreement. (g) The panel's final decision or award shall be final and binding upon the Parties, and judgment upon that decision or award may be entered in any court having jurisdiction. The Parties waive any right to apply or appeal to any court for relief from the preceding sentence or from any decision of the panel made before the final decision or award. (h) Nothing in this Section 22 limits the right of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 22, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 22. In addition, nothing in this Section 22 prohibits the Parties from resolving any Dispute (in whole or in part) by agreement. The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award injunction, including a mandatory injunction, to be issued by any court of reasonable attorneys' fees incurred in connection competent jurisdiction ordering compliance with the arbitration in this Warrant or enjoining and restraining such amount, if any, as determined by the panel in its discretion. The costs of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Disputebreach.

Mandatory Arbitration. Except as provided in subsection (h) of this Section 2229, any Dispute (as defined in Section 6(d)) must be resolved by binding arbitration in accordance with the following: (a) Either Party may begin arbitration by filing a demand for arbitration in accordance with the Arbitration Rules and concurrently Notifying notifying the other Party of that demand. If the Parties are unable to agree upon a panel of three neutral arbitrators within ten twenty days after the demand for arbitration was filed (and do not the Parties agree to an a one-time, reasonable extension of that tentwenty-day period), either Party may request the Denver Houston, Texas office of the American Arbitration Association ("“AAA"”) to appoint the arbitrator or arbitrators necessary to complete the panel in accordance with the Arbitration Rules. Each arbitrator so appointed shall be deemed accepted by the Parties as part of the panel. Notwithstanding the foregoing, the Parties, by mutual consent, may agree to a single arbitrator instead of a panel of three arbitrators and, in such event, references herein to “panel” shall refer to the single appointed arbitrator. (b) The arbitration shall be conducted in the DenverHouston, Colorado Texas metropolitan area at a place and time agreed upon by the Parties with the panel, or if the Parties cannot agree, as designated by the panel. The panel may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's ’s showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration shall be subject to the Federal Arbitration Act and conducted in accordance with the Commercial Arbitration Rules of the AAA to the extent that they do not conflict with this Section 2229. The Parties and the panel may, however, agree to vary to provisions of this Section 22 29 or the matters otherwise governed by the Arbitration RulesRules as permitted by law. (e) The arbitration hearing shall be held within 60 days after the appointment of the panel. The panel's ’s final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place of arbitration. The panel's ’s final decision or award shall be based on the terms and conditions of this Agreement and applicable law. (f) The panel's ’s final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party under or in connection with this Agreement. (g) The panel's ’s final decision or award shall be final and binding upon the Parties, and judgment upon that decision or award may be entered in any court having jurisdiction. The Parties waive any right to apply or appeal to any court for relief re1ief from the preceding sentence or from any decision of the panel that is made before the final decision or award. (h) Nothing in this Section 22 29 limits the right of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 2229, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 2229. In addition, nothing in this Section 22 29 prohibits the Parties from resolving any Dispute (in whole or in part) at any time by agreementmutual agreement or compromise. This Section 29 shall also not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Dispute. (i) The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award of reasonable attorneys' ’ fees incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretion. The costs of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. . (j) The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Dispute.

Mandatory Arbitration. a. Except as otherwise provided in subsection (h) this Agreement any disagreement, dispute, controversy or claim with respect to the validity of this Section 22Agreement or arising out of or in relation to this Agreement or a Kroger purchase order or any agreement in which either is incorporated, or breach hereof, shall be finally settled by arbitration in Cincinnati, Xxxxxxxx County, Ohio, USA or other location agreed upon by Kroger, in accordance with articles of the American Arbitration Association for Commercial Arbitration. The dispute will be determined by one arbitrator, except that if the dispute involves an amount in excess $1,000,000 (exclusive of interest and costs (“Complex Case” or “Complex Cases”)), three arbitrators will be appointed. In a Complex Case, each party will select an arbitrator from the AAA National Roster and, unless the parties agree upon the selection of a third arbitrator, the two party-appointed arbitrators will select a third arbitrator from the AAA National Roster to serve as the chairperson of the panel within thirty (30) days of the last party-appointed arbitrator, otherwise the AAA may appoint the chairperson. b. Neither party will commence an arbitration proceeding pursuant to the provisions set forth below unless that party first gives a written notice (a “Dispute Notice”) to the other party setting forth the nature of the Dispute. The parties agree to try in good faith to settle the dispute 1) first through discussions between the parties’ senior management and then 2) non-binding mediation conducted by a mediator mutually agreeable to the parties before resorting to arbitration. If the parties cannot agree on a mediator within forty-five (45) days of the Dispute Notice, mediation shall be conducted pursuant to the AAA commercial mediation procedures. Failure to submit the Dispute Notice shall be grounds to dismiss any arbitration filed by either party. The parties agree to mediate within sixty 60 days of the Dispute must Notice, unless extended by mutual agreement of the parties. However, pre- arbitration mediation will not be resolved by binding arbitration required in Complex Cases, as defined in this section. If the parties mutually agree to mediate a Complex Case, such mediation shall be conducted in accordance with the following: provisions contained in this section. The mediation shall be conducted in Cincinnati, Xxxxxxxx County, Ohio, USA or other location agreed upon by Kroger. The parties agree to exchange any relevant, non-privileged documents that support their claims or defenses not later than two weeks before the scheduled mediation. The mediator’s fees will paid equally by the parties and each party shall bear its own attorney’s fees and expenses. If the Dispute has not been resolved through mediation as provided above, or otherwise resolved, within ninety (a90) Either Party days after receipt of the Dispute Notice, or any mutually agreed upon extension, then the Dispute will be determined by binding arbitration. The arbitration shall be commenced within fifteen (15) days after the termination of mediation or, if mediation is not conducted, within sixty (60) days of the Dispute Notice. The arbitration will be conducted in accordance with such rules as may begin be agreed upon by the parties, or failing agreement within thirty (30) days after arbitration by filing a demand for arbitration is demanded, in accordance with the Commercial Arbitration Rules and concurrently Notifying the other Party of that demand. If the Parties are unable to agree upon a panel of three arbitrators within ten days after the demand for arbitration was filed (and do not agree to an extension of that ten-day period), either Party may request the Denver office of the American Arbitration Association ("“AAA") to appoint the arbitrator or arbitrators necessary to complete the panel in accordance with the Arbitration Rules. Each arbitrator so appointed shall be deemed accepted by the Parties as part of the panel”). (b) The arbitration shall be conducted in the Denver, Colorado metropolitan area at a place and time agreed upon by the Parties with the panel, or if the Parties cannot agree, as designated by the panel. The panel may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration shall be subject to the Federal Arbitration Act and conducted in accordance with the Arbitration Rules to the extent that they do not conflict with this Section 22. The Parties and the panel may, however, agree to vary to provisions of this Section 22 or the matters otherwise governed by the Arbitration Rules. (e) The arbitration hearing shall be held within 60 days after the appointment of the panel. The panel's final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place of arbitration. The panel's final decision or award shall be based on this Agreement and applicable law. (f) The panel's final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party under or in connection with this Agreement. (g) The panel's final decision or award shall be final and binding upon the Parties, and judgment upon that decision or award may be entered in any court having jurisdiction. The Parties waive any right to apply or appeal to any court for relief from the preceding sentence or from any decision of the panel made before the final decision or award. (h) Nothing in this Section 22 limits the right of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 22, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 22. In addition, nothing in this Section 22 prohibits the Parties from resolving any Dispute (in whole or in part) by agreement. The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretion. The costs of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Dispute.

Mandatory Arbitration. Except as provided in subsection (ha) Any controversy or claim between or among the parties hereto including but not limited to those arising out of or relating to this Agreement, including any claim based on or arising from an alleged tort (but excluding the enforcement of specific relief under Section 222.8(a) hereof, any Dispute must which shall be resolved in the manner prescribed therein and disputes under Section 2.8 hereof, all of which shall be governed by the terms thereof), shall be determined by binding arbitration in accordance with the following: Federal Arbitration Act (a) Either Party may begin arbitration by filing a demand for arbitration in accordance with or, if not applicable, the Arbitration Rules and concurrently Notifying the other Party of that demand. If the Parties are unable to agree upon a panel of three arbitrators within ten days after the demand for arbitration was filed (and do not agree to an extension of that ten-day periodapplicable New York law), either Party may request the Denver office rules of practice and procedure for the arbitration of commercial disputes of the American Arbitration Association (AAA, and the "AAA") to appoint the arbitrator or arbitrators necessary to complete the panel Special Rules" set forth in accordance with the Arbitration Rules. Each arbitrator so appointed shall be deemed accepted by the Parties as part of the panel. paragraph (b) The below. In the event of any inconsistency, the Special Rules shall control. Judgment upon any arbitration shall be conducted in the Denver, Colorado metropolitan area at a place and time agreed upon by the Parties with the panel, or if the Parties cannot agree, as designated by the panel. The panel may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration shall be subject to the Federal Arbitration Act and conducted in accordance with the Arbitration Rules to the extent that they do not conflict with this Section 22. The Parties and the panel may, however, agree to vary to provisions of this Section 22 or the matters otherwise governed by the Arbitration Rules. (e) The arbitration hearing shall be held within 60 days after the appointment of the panel. The panel's final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place of arbitration. The panel's final decision or award shall be based on this Agreement and applicable law. (f) The panel's final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party under or in connection with this Agreement. (g) The panel's final decision or award shall be final and binding upon the Parties, and judgment upon that decision or award may be entered in any court having jurisdiction. The Parties waive Any party to this Agreement may bring an action, including a summary or expedited proceeding, to compel arbitration of any right controversy or claim to apply or appeal to which this Agreement applies in any court for relief from the preceding sentence or from any decision of the panel made before the final decision or awardhaving jurisdiction over such action. (hb) Nothing in The following shall constitute the "Special Rules" which shall be applicable to any arbitration commenced under this Section 22 limits the right of either Party to apply to a court having jurisdiction to Agreement: (i) enforce the agreement to arbitrate in accordance with this Section 22, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 22. In addition, nothing in this Section 22 prohibits the Parties from resolving any Dispute (in whole or in part) by agreement. The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretion. The costs of the arbitration shall be conducted in New York, New York, and administered by AAA, who will appoint an arbitrator; (ii) all arbitration hearings will be commenced within 90 days of the demand for arbitration, provided that, the arbitrator shall, upon a showing of cause, be permitted to extend the commencement of such hearing for up to an additional 60 days; (iii) the costs and expenses of the arbitrator and reasonable costs and expenses of all parties to such arbitration, including professional fees, shall be borne equally by the Parties unless otherwise party or parties determined by the panel arbitrator, who shall, in its award. The panel shall be empowered making such determination, take into account the relative merits of the positions contended by the parties and the good faith efforts of the parties in attempting to impose sanctions and settle the matter without resort to take such other actions as it deems necessary to arbitration, but the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 arbitrator shall not preclude take into consideration the Parties at any time from mutually agreeing to pursue non-binding mediation relative ability of the Disputeparties to pay such fees, costs, and expenses.

Mandatory Arbitration. Except as provided If an attempt at resolution contemplated by Section 11.1 has not resulted in subsection (h) of this the Dispute being resolved within the time period set forth in Section 2211.1, any the Dispute must shall be resolved finally settled by binding arbitration in accordance with under the following: (a) Either Party may begin arbitration by filing a demand for arbitration in accordance with the UNCITRAL Arbitration Rules and concurrently Notifying (the other Party of that demand. If the Parties are unable to agree upon a panel of three arbitrators within ten days after the demand for arbitration was filed (and do not agree to an extension of that ten-day period"UNCITRAL RULES"), either Party may request the Denver office of the American Arbitration Association ("AAA") to appoint the arbitrator or arbitrators necessary to complete the panel in accordance with the Arbitration Rules. Each party shall appoint an arbitrator and the two arbitrators so appointed shall be deemed accepted by the Parties as part of the panel. (b) The arbitration shall be conducted in the Denver, Colorado metropolitan area at jointly appoint a place and time agreed upon by the Parties with the panel, or if the Parties cannot agree, as designated by the panel. The panel maythird arbitrator; provided, however, call and conduct hearings and meetings at such other places as the Parties may that if they cannot agree (or as the panel may, on the motion of if one Party, determine party refuses to be necessary to obtain significant testimony or evidence. (cappoint an arbitrator) The panel may authorize any and all forms of discovery upon a Party's showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration shall be subject to the Federal Arbitration Act and conducted in accordance with the Arbitration Rules to the extent that they do not conflict with this Section 22. The Parties and the panel may, however, agree to vary to provisions of this Section 22 or the matters otherwise governed by the Arbitration Rules. (e) The arbitration hearing shall be held within 60 days after the appointment of the panel. The panel's final decision or award shall be made within 30 days after the hearing. That final decision or award initiation of the arbitration, then this third arbitrator shall be made appointed by unanimous the International Chamber of Commerce pursuant to the Rules of ICC as Appointing Authority in UNCITRAL or majority vote or consent of other Ad Hoc Arbitration Proceedings (and the arbitrators constituting ICC shall otherwise serve as the panel, and Appointing Authority (the "APPOINTING AUTHORITY") for the arbitration proceedings hereunder). Disputes about arbitration procedure shall be deemed issued at resolved by the place of arbitrationarbitrators. The panel's final decision or award shall be based on this Agreement and applicable law. (f) The panel's final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party under or in connection with this Agreement. (g) The panel's final decision or award shall be final and binding upon the Parties, and judgment upon that decision or award may be entered in any court having jurisdiction. The Parties waive any right to apply or appeal to any court for relief from the preceding sentence or from any decision of the panel made before the final decision or award. (h) Nothing in this Section 22 limits the right of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 22, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 22. In addition, nothing in this Section 22 prohibits the Parties from resolving any Dispute (in whole or in part) by agreement. The panel arbitrators may proceed to an award notwithstanding the failure of any Party a party to the Dispute to participate in such the proceedings. The prevailing Party Discovery shall be limited to mutual exchange of documents relevant to the dispute, controversy or claim; depositions shall not be permitted unless agreed to by both parties. All counterclaims shall be resolved in the arbitration same proceeding may be entitled to an award of reasonable attorneys' fees incurred in connection with which the arbitration in such amount, if any, as determined by the panel in its discretionoriginal claims are brought. The costs of the arbitration arbitrators shall be borne equally by authorized to grant interim relief, including to prevent the Parties unless otherwise determined by destruction of goods or documents involved in the panel in its dispute, protect trade secrets and provide for security for a prospective monetary award. The panel ; shall be empowered authorized to impose sanctions grant permanent injunctive relief or other specific performance; and shall be specifically authorized to take such other actions as it deems necessary grant the Defaulting Party a cure period in addition to the same extent cure period provided for in clause (i) of Section 9.2.4 in the event that the arbitrators determine that a judge could impose sanctions or take such other actions pursuant to the Federal Rules party has materially breached this Agreement and thereby became a Defaulting Party under clause (i) of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Dispute9.2.

Mandatory Arbitration. Except as provided As a condition of participating in subsection (h) this Sweepstakes, except where prohibited by law, Participant agrees that any dispute, claim or controversy arising out of this Section 22or relating to the Sweepstakes, any Dispute must the award of a prize, or the breach, termination, enforcement, interpretation or validity of the Official Rules, shall be resolved submitted to and determined by binding arbitration JAMS exclusively on an individual, non-class basis pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the following: (a) Either Party may begin arbitration by filing a demand for arbitration Expedited Procedures in accordance with the Arbitration Rules and concurrently Notifying the other Party of that demand. If the Parties are unable to agree upon a panel of three arbitrators within ten days after the demand for arbitration was filed (and do not agree to an extension of that ten-day period), either Party may request the Denver office of the American Arbitration Association ("AAA") to appoint the arbitrator or arbitrators necessary to complete the panel in accordance with the Arbitration those Rules. Each arbitrator so appointed For the avoidance of doubt, Participant agrees that any and all disputes, claims and causes of action arising out of or related to this Sweepstakes or any prize awarded shall be deemed accepted by resolved individually and not in the Parties form of any class action or other form of representative action. Participant agrees that, as part a condition of participating in this Sweepstakes, Participant waives any right to bring any action arising from or related to the panel. (b) Sweepstakes or the award of a prize as a class or other representative action. The arbitration shall be conducted held in DuPage County, Illinois, before a single arbitrator, who shall be an attorney at law and an experienced commercial and contract law arbitrator. The Sponsor shall bear the cost of the arbitration, including the compensation of the Arbitrator and all administrative expenses. The parties may be represented by their own attorneys in the Denverarbitration proceeding and, Colorado metropolitan area at a place except as may otherwise be required by law, shall be responsible for their own attorneys’ fees and time agreed upon by costs incurred in presenting their case to the Parties with the panel, or if the Parties cannot agree, as designated by the panelArbitrator. The panel mayArbitrator shall have the power to award all legal relief available in a court of law, including any and all damages that may be available for any of the claims asserted, provided, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is arbitrator may not excessive in scopeaward any incidental, timingindirect, or cost. (d) The arbitration shall be subject to the Federal Arbitration Act and conducted in accordance with the Arbitration Rules to the extent that they do not conflict with this Section 22. The Parties and the panel mayconsequential damages, howeverincluding damages for lost profits, agree to vary to provisions of this Section 22 or the matters otherwise governed by the Arbitration Rules. (e) The arbitration hearing shall be held within 60 days after the appointment of the panel. The panel's final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place of arbitration. The panel's final decision or award shall be based on this Agreement and applicable law. (f) The panel's final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party relief waived under or in connection with this Agreement. . In addition, each of the parties shall retain all defenses that they would have in a judicial proceeding, including defenses based on the expiration of the statute of limitations and that the damages being sought are not authorized or are excessive. The Arbitrator shall render a written award within thirty (g30) The panel's final decision or Days after the matter is submitted for determination, and the award of the arbitrator shall be final and binding upon on the Parties, and judgment upon that decision or parties. Judgment on the award may be entered in any court having jurisdiction. The Parties waive any right to apply or appeal to any court for relief from the preceding sentence or from any decision of the panel made before the final decision or award. (h) Nothing in this Section 22 limits the right of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 22This provision, (ii) seek provisional or temporary injunctive reliefhowever, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 22. In addition, nothing in this Section 22 prohibits the Parties from resolving any Dispute (in whole or in part) by agreement. The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretion. The costs of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude the Parties at any time parties hereto from mutually agreeing to pursue non-binding mediation seeking provisional remedies in aid of the Disputearbitration from a court of appropriate jurisdiction, including preliminary injunctive relief.

Mandatory Arbitration. Except as provided in subsection (h) of this Section 2212, any Dispute dispute must be resolved by binding arbitration in accordance with the following: (a) Either Party may begin arbitration by filing a demand for arbitration in accordance with the Rules for Commercial Arbitration Rules of the American Arbitration Association (as in effect at the time of arbitration of a dispute, the “Arbitration Rules”) and concurrently Notifying notifying the other Party of that demand. If the Parties are unable to agree upon a panel of three arbitrators within ten (10) days after the demand for arbitration was filed (and do not agree to an extension of that ten-day period), either Party may request the Denver office of the American Arbitration Association ("“AAA"”) to appoint the arbitrator or arbitrators necessary to complete the panel in accordance with the Arbitration Rules. Each arbitrator so appointed shall be deemed accepted by the Parties as part of the panel. (b) The arbitration shall be conducted in the Denver, Colorado metropolitan area at a place and time agreed upon by the Parties with the panel, or if the Parties cannot agree, as designated by the panel. The panel may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's ’s showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute dispute and is not excessive in scope, timing, or cost. (d) The arbitration shall be subject to the Federal Arbitration Act and conducted in accordance with the Arbitration Rules to the extent that they do not conflict with this Section 2212. The Parties and the panel may, however, agree to vary to provisions of this Section 22 12 or the matters otherwise governed by the Arbitration Rules. (e) The arbitration hearing shall be held within 60 days after the appointment of the panel. The panel's ’s final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place of arbitration. The panel's ’s final decision or award shall be based on this Agreement and applicable law. (f) The panel's ’s final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party under or in connection with this Agreement. (g) The panel's ’s final decision or award shall be final and binding upon the Parties, and judgment upon that decision or award may be entered in any court having jurisdiction. The Parties waive any right to apply or appeal to any court for relief from the preceding sentence or from any decision of the panel made before the final decision or award. (h) Nothing in this Section 22 12 limits the right of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 2212, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 2212. In addition, nothing in this Section 22 12 prohibits the Parties from resolving any Dispute dispute (in whole or in part) by agreement. . (i) The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award of reasonable attorneys' ’ fees incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretion. The costs of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. . (j) The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. . (k) This Section 22 12 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Disputedispute.

Mandatory Arbitration. Except as provided in subsection (h) Purchaser and Avast Pest Control LLC agree that any claim, dispute or controversy between them or against the other or the employees, agents or assigns of the other, and any claim arising from or relating to this Agreement or the relationships which result from this agreement, no matter against whom made, including the applicability of this Section 22arbitration clause and the validity of the entire agreement, any Dispute must shall be resolved by neutral binding arbitration by the National Arbitration Forum or any otherwise mutually agreeable arbitrator, under the Code of Procedure of the National Arbitration Forum in accordance with effect at the following: (a) Either Party may begin time the claim is filed. Any arbitration by filing hearing at which you appear will take place at a demand for arbitration in accordance with the Arbitration location near your business. Rules and concurrently Notifying the other Party of that demand. If the Parties are unable to agree upon a panel of three arbitrators within ten days after the demand for arbitration was filed (and do not agree to an extension of that ten-day period), either Party may request the Denver office forms of the American National Arbitration Association ("AAA") to appoint the arbitrator Forum may be obtained and all claims shall be filed at any National Arbitration office, xxx.xxx-xxxxx.xxx or arbitrators necessary to complete the panel in accordance with the Arbitration Rulesby calling 1-800- 000-0000. Each arbitrator so appointed party shall be deemed accepted by responsible for paying its own fees, costs and expenses and the Parties as part of the panel. (b) The arbitration shall be conducted in the Denver, Colorado metropolitan area at a place and time agreed upon by the Parties with the panel, or if the Parties cannot agree, fees as designated by the panelCode of Procedure. The panel may, however, call and conduct hearings and meetings at such other places as decision of the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration arbitrator shall be subject to the Federal Arbitration Act a final and conducted in accordance with the Arbitration Rules to the extent that they do not conflict with this Section 22. The Parties and the panel may, however, agree to vary to provisions of this Section 22 or the matters otherwise governed by the Arbitration Rules. (e) The arbitration hearing shall be held within 60 days after the appointment binding resolution of the paneldisagreement that may be entered as a judgment by a court of competent jurisdiction. The panel's final decision or award shall be This arbitration agreement is made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panelpursuant to a transaction involving interstate commerce, and shall be deemed issued at governed by the place Federal Arbitration Act, 9 U.S.C. Sections 1-16. Each party consents to the personal jurisdiction and venue of arbitrationthe courts in which the property is located. The panel's final decision or award shall be based on this Agreement and applicable law. (f) The panel's final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party under or in connection with this Agreement. (g) The panel's final decision or award shall be final and binding Judgement upon the Parties, and judgment upon that decision or award may be entered in any court having jurisdiction. The Parties waive any right to apply or appeal Neither party shall sue the other party with respect to any court matter in dispute between the parties other than for relief from the preceding sentence enforcement of this arbitration provision or from any decision of the panel made before arbitrator’s decision and a party violating this provision shall pay the final decision or award. (h) Nothing in this Section 22 limits the right of either Party other party’s costs, including but not limited to apply attorney’s fees, with respect to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 22, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 22. In addition, nothing in this Section 22 prohibits the Parties from resolving any Dispute (in whole or in part) by agreement. The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in suit and the arbitration proceeding may be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretionshall so provide. The costs of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the DisputeTHE PARTIES UNDERSTAND THAT THEY WOULD HAVE HAD A RIGHT OR OPPORTUNITY TO LITIGATE DISPUTES THROUGH A COURT AND TO HAVE A JUDGE OR JURY DECIDE THEIR CASE BUT THEY CHOOSE TO HAVE ANY DISPUTES DECIDED THROUGH ARBITRATION.

Mandatory Arbitration. Except In consideration of the Employer’s willingness to hire Employee and the wages and benefits to be paid to Employee, Employee agrees that (except as provided expressly in subsection this Agreement) any and all claims, disputes, and disagreements relating to his/her recruitment, employment with, or termination of employment from the Employer or any of its affiliates shall be pursued through the escalation to the Employer’s President. If such escalation does not result in a prompt and mutually acceptable resolution of the matter or if the escalation procedure is not applicable to the particular situation, Employee further agrees, by his/her signature below, to submit the claim, dispute, and/or disagreement (hexcept for claims made by Employer pursuant to subparagraph 8(g) of this Section 22or any claim, dispute, or disagreement relating in any Dispute must be resolved by manner to sales commissions or sales-related compensation and disputes arising under Paragraph 8 hereof) to binding arbitration in accordance with the following: (a) Either Party may begin arbitration by filing a demand for arbitration in accordance with the Arbitration Rules and concurrently Notifying the other Party of that demand. If the Parties are unable to agree upon a panel of three arbitrators within ten days after the demand for arbitration was filed (and do not agree to an extension of that ten-day period), either Party may request the Denver office rules of the American Arbitration Association ("AAA") Association, and that these are the sole, exclusive, and final means for resolution of any claims. By signing this Agreement, Employee acknowledges, understands, and agrees that any dispute arbitrated will be heard solely by an arbitrator, and not by a court, and that Employee is waiving his/her right to appoint the arbitrator or arbitrators necessary to complete the panel in accordance with the Arbitration Rules. Each arbitrator so appointed shall be deemed accepted trial by the Parties as part of the panel. (b) The arbitration shall be conducted in the Denverjury and Employee agrees that no demand, Colorado metropolitan area at a place and time agreed upon by the Parties with the panelrequest, or if the Parties cannot agreemotion will be made for trial by jury. Employee further agrees that this agreement to arbitrate any employment-related claim, as designated by the panel. The panel may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timingdispute, or cost. disagreement (dexcept for claims made by Employer pursuant to subparagraph 8(g) The arbitration shall be subject or any claim, dispute, or disagreement relating to a sales commission or sales-related compensation and disputes arising under Paragraph 8 hereof), is governed by the Federal Arbitration Act Act, and conducted in accordance with the Arbitration Rules fully enforceable. Employee’s agreement to the extent that they do not conflict with this Section 22. The Parties allow all claims, disputes, and the panel maydisagreements to be arbitrated shall cover all matters directly or indirectly related to Employee’s recruitment, howeveremployment with, agree to vary to provisions or termination of this Section 22 or the matters otherwise governed employment by the Arbitration Rules. Employer or any of its affiliates; including, without limitation, all claims involving laws against discrimination whether brought under federal, state, and/or local law, any claim in tort or contract, claims involving co-employees, claims involving wage payment, or collections matters (e) The arbitration hearing shall be held within 60 days after the appointment of the panel. The panel's final decision or award shall be made within 30 days after the hearing. That final decision or award shall be excluding claims made by unanimous Employer pursuant to subparagraph 8(g) or majority vote any dispute, claim, or consent of the arbitrators constituting the panelcollections matter relating to a sales commission payment or sales-related compensation and disputes arising under Paragraph 8 hereof), and shall be deemed issued at the place of arbitration. The panel's final decision or award shall be based on this Agreement and applicable law. (f) The panel's final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual claim under any federal, state, or impending action local law, regulation, or omission of a Party under or in connection with this Agreement. (g) The panelordinance regarding employment, but excluding Worker's final decision or award Compensation claims. To the extent federal law so requires, nothing herein shall be final and binding upon construed to preclude Employee from filing charges with the PartiesNational Labor Relations Board or engaging in concerted or other activity protected by the National Labor Relations Act. The right to a trial, and judgment upon that decision or award may be entered in any court having jurisdiction. The Parties waive any right to apply or appeal to any court for relief from the preceding sentence or from any decision of the panel made before the final decision or award. (h) Nothing in this Section 22 limits the right of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 22trial by jury, (ii) seek provisional or temporary injunctive reliefis of value. EMPLOYEE MAY WISH TO CONSULT AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT. IF SO, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quoEMPLOYEE IS ENCOURAGED TO TAKE A COPY OF THIS AGREEMENT WITH HIM/HER FOR FURTHER REVIEW. HOWEVER, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 22. In addition, nothing in this Section 22 prohibits the Parties from resolving any Dispute (in whole or in part) by agreement. The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretion. The costs of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the DisputeEMPLOYEE WILL NOT BE OFFERED EMPLOYMENT BY THE EMPLOYER UNTIL THIS AGREEMENT IS FULLY EXECUTED BY EMPLOYEE AND THE EMPLOYER.

Mandatory Arbitration. Except as provided in subsection (ha) Any controversy or claim between or among the parties hereto including but not limited to those arising out of or relating to this Agreement, including any claim based on or arising from an alleged tort (but excluding the enforcement of specific relief under Section 222.8(e) hereof, any Dispute must which shall be resolved in the manner prescribed therein and disputes under Section 2.8 hereof, all of which shall be governed by the terms thereof), shall be determined by binding arbitration in accordance with the following: Federal Arbitration Act (a) Either Party may begin arbitration by filing a demand for arbitration in accordance with or, if not applicable, the Arbitration Rules and concurrently Notifying the other Party of that demand. If the Parties are unable to agree upon a panel of three arbitrators within ten days after the demand for arbitration was filed (and do not agree to an extension of that ten-day periodapplicable Ohio law), either Party may request the Denver office rules of practice and procedure for the arbitration of commercial disputes of the American Arbitration Association (AAA, and the "AAA") to appoint the arbitrator or arbitrators necessary to complete the panel Special Rules" set forth in accordance with the Arbitration Rules. Each arbitrator so appointed shall be deemed accepted by the Parties as part of the panel. paragraph (b) The below. In the event of any inconsistency, the Special Rules shall control. Judgment upon any arbitration shall be conducted in the Denver, Colorado metropolitan area at a place and time agreed upon by the Parties with the panel, or if the Parties cannot agree, as designated by the panel. The panel may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration shall be subject to the Federal Arbitration Act and conducted in accordance with the Arbitration Rules to the extent that they do not conflict with this Section 22. The Parties and the panel may, however, agree to vary to provisions of this Section 22 or the matters otherwise governed by the Arbitration Rules. (e) The arbitration hearing shall be held within 60 days after the appointment of the panel. The panel's final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place of arbitration. The panel's final decision or award shall be based on this Agreement and applicable law. (f) The panel's final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party under or in connection with this Agreement. (g) The panel's final decision or award shall be final and binding upon the Parties, and judgment upon that decision or award may be entered in any court having jurisdiction. The Parties waive Any party to this Agreement may bring an action, including a summary or expedited proceeding, to compel arbitration of any right controversy or claim to apply or appeal to which this Agreement applies in any court for relief from the preceding sentence or from any decision of the panel made before the final decision or awardhaving jurisdiction over such action. (hb) Nothing in The following shall constitute the "Special Rules" which shall be applicable to any arbitration commenced under this Section 22 limits the right of either Party to apply to a court having jurisdiction to Agreement: (i) enforce the agreement to arbitrate arbitration shall be conducted in accordance with this Section 22Chicago, Illinois, and administered by AAA, who will appoint an arbitrator; (ii) seek provisional all arbitration hearings will be commenced within 90 days of the demand for arbitration, provided that, the arbitrator shall, upon a showing of cause, be permitted to extend the commencement of such hearing for up to an additional 60 days; (iii) the costs and expenses of the arbitrator and reasonable costs and expenses of all parties to such arbitration, including professional fees, shall be borne by the party or temporary injunctive reliefparties determined by the arbitrator, who shall, in response to an actual or impending breach making such determination, take into account the relative merits of the Agreement positions contended by the parties and the good faith efforts of the parties in attempting to settle the matter without resort to arbitration, but the arbitrator shall not take into consideration the relative ability of the parties to pay such fees, costs, and expenses. (c) No Person shall be entitled to pursue an indemnification claim arising under Article 10 for resolution by arbitration unless and until: (i) such claim, together with any other claims of such Person, involves one or otherwise so as to avoid an irreparable damage more matters or maintain the status quo, until a final arbitration decision controversies aggregating $25,000 or award is rendered more; or the Dispute is otherwise resolved, (ii) at least six months have elapsed since such Person became aware of such claim; or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 22. In addition, nothing in this Section 22 prohibits the Parties from resolving any Dispute (in whole or in part) by agreement. The panel may proceed claim would otherwise become subject to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretion. The costs extinguishment within 180 days under Article 10 because of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules lapse of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Disputetime.

Mandatory Arbitration. Except as provided in subsection (h) of this Section 2227, any Dispute (as defined in Section 6(d)) must be resolved by binding arbitration in accordance with the followingFederal Arbitration Act and the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association as then effective (the “Arbitration Rules”), subject to this Section 27 as follows: (a) Either Party may begin arbitration by filing a demand for arbitration in accordance with the Arbitration Rules and concurrently Notifying notifying the other Party of that demand. If the Parties are unable to agree upon a panel of three arbitrators within ten days after the demand for arbitration was filed (and do not agree to an extension of that ten-day period), either Party may request the Denver Houston, Texas office of the American Arbitration Association ("“AAA"”) to appoint the arbitrator or arbitrators necessary to complete the panel in accordance with the Arbitration Rules. Each arbitrator so appointed shall be deemed accepted by the Parties as part of the panel. The Parties, by mutual consent, may agree to a single arbitrator instead of a panel of Initials Initials three arbitrators and, in such event, references herein to “panel” shall refer to the single appointed arbitrator. (b) The arbitration shall be conducted in the DenverHouston, Colorado Texas metropolitan area at a place and time agreed upon by the Parties with the panel, or if the Parties cannot agree, as designated by the panel. The panel may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's ’s showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration shall be subject to the Federal Arbitration Act and conducted in accordance with the Arbitration Rules to the extent that they do not conflict with this Section 2227. The Parties and the panel may, however, agree to vary to provisions of this Section 22 27 or the matters otherwise governed by the Arbitration Rules. (e) The arbitration hearing shall be held within 60 days after the appointment of the panel. The panel's ’s final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place of arbitration. The panel's ’s final decision or award shall be based on this Agreement and applicable law. (f) The panel's ’s final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party under or in connection with this Agreement. (g) The panel's ’s final decision or award shall be final and binding upon the Parties, and judgment upon that decision or award may be entered in any court having jurisdiction. The Parties waive any right to apply or appeal to any court for relief from the preceding sentence or from any decision of the panel that is made before the final decision or award. (h) Nothing in this Section 22 27 limits the right of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 2227, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 2227. In addition, nothing in this Section 22 27 prohibits the Parties from resolving any Dispute (in whole or in part) by agreement. This Section 27 shall also not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Dispute. (i) The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award of reasonable attorneys' ’ fees incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretion. The costs of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. . (j) The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Dispute.

Mandatory Arbitration. Except as provided in subsection i. If you and 4Di are unable to resolve a dispute, controversy or claim related to this Agreement (h“Dispute”) of this Section 22through informal negotiations within thirty (30) days, any either you or 4Di may elect to have the Dispute must be (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration in accordance with will be commenced and conducted under the following: (a) Either Party may begin arbitration by filing a demand for arbitration in accordance with the Streamlined Arbitration Rules and concurrently Notifying Procedures (the other Party “Rules”) of that demand. If JAMS, which is available at the Parties are unable to agree upon a panel of three arbitrators within ten days after the demand for arbitration was filed (and do not agree to an extension of that ten-day period), either Party may request the Denver office of the American Arbitration Association ("AAA") to appoint the arbitrator or arbitrators necessary to complete the panel in accordance with the Arbitration Rules. Each arbitrator so appointed shall be deemed accepted by the Parties as part of the panel. (b) The arbitration shall be conducted in the Denver, Colorado metropolitan area at a place and time agreed upon by the Parties with the panel, or if the Parties cannot agree, as designated by the panelJAMS website xxx.xxxxxxx.xxx. The panel may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion determination of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon whether a Party's showing of need that the requested discovery Dispute is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration shall be subject to arbitration will be governed by the Federal Arbitration Act and conducted in accordance with the Arbitration Rules to the extent that they do not conflict with this Section 22determined by a court rather than an arbitrator. The Parties Your arbitration fees and the panel may, however, agree to vary to provisions your share of this Section 22 or the matters otherwise arbitrator compensation will be governed by the Arbitration Rules. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. ii. Notwithstanding the above, you and 4Di agree that arbitration will be limited to the Dispute between 4Di and you individually. To the full extent permitted by law, (ea) The no arbitration hearing shall will be held within 60 days after the appointment joined with any other; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the panel. The panel's final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place of arbitration. The panel's final decision or award shall be based on this Agreement and applicable law. (f) The panel's final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement general public or any other actual or impending action or omission of a Party under or in connection with this Agreementpersons. (g) The panel's final decision or award shall be final iii. You and 4Di agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding upon the Parties, and judgment upon that decision arbitration: (a) any Disputes seeking to enforce or award may be entered in any court having jurisdiction. The Parties waive any right to apply or appeal to any court for relief from the preceding sentence or from any decision of the panel made before the final decision or award. (h) Nothing in this Section 22 limits the right of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 22, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolvedprotect, or concerning the validity of, any of your or 4Di’s intellectual property rights; (iiib) challenge or vacate any final arbitration decision or award that does not comply with this Section 22. In addition, nothing in this Section 22 prohibits the Parties from resolving any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (in whole or in partc) by agreement. The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretion. The costs of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Dispute.

Mandatory Arbitration. Except SUBJECT TO THE PROVISIONS OF THIS SECTION 11, ANY EMPLOYMENT MATTER WILL BE FINALLY SETTLED BY ARBITRATION IN THE COUNTY OF NEW YORK ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS EMPLOYMENT ARBITRATION RULES THEN IN EFFECT. However, the rules will be modified in the following ways: (1) the decision must not be a compromise but must be the adoption of the submission by one of the parties, (2) each arbitrator will agree to treat as confidential evidence and other information presented, (3) there will be no authority to amend or modify the terms of this Agreement except as provided in subsection Section 12(c) (hand you and the Company agree not to request any such amendment or modification), (4) of this Section 22, any Dispute a decision must be resolved rendered within 30 business days of the parties' closing statements or submission of post-hearing briefs and (5) the arbitration will be conducted before a panel of three arbitrators, one selected by binding arbitration you within 10 days of the commencement of arbitration, one selected by the Company in accordance with the following: same period and the third selected jointly by these arbitrators (a) Either Party may begin arbitration by filing a demand for arbitration in accordance with the Arbitration Rules and concurrently Notifying the other Party of that demand. If the Parties or, if they are unable to agree upon a panel on an arbitrator within 30 days of three arbitrators within ten days after the demand for arbitration was filed (and do not agree to an extension commencement of that ten-day period)arbitration, either Party may request the Denver office of third arbitrator will be appointed by the American Arbitration Association ("AAA") to appoint the arbitrator or arbitrators necessary to complete the panel in accordance with the Arbitration Rules. Each arbitrator so appointed shall be deemed accepted by the Parties as part of the panel. (b) The arbitration shall be conducted in the Denver, Colorado metropolitan area at a place and time agreed upon by the Parties with the panel, or if the Parties cannot agree, as designated by the panelAssociation). The panel mayCompany shall indemnify you from and against all legal fees and expenses necessarily and reasonably incurred by you in connection with any Employment Matter, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel mayunless you shall have been wholly unsuccessful, on the motion merits or otherwise, in the Employment Matter. Upon obtaining appropriate assurances of one Partyrepayment, determine where appropriate, the Company may advance such fees and expenses to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration shall be subject to the Federal Arbitration Act and conducted in accordance with the Arbitration Rules you to the extent that they do not conflict with this Section 22. The Parties and the panel may, however, agree to vary to provisions of this Section 22 or the matters otherwise governed permitted by the Arbitration Rules. (e) The arbitration hearing shall be held within 60 days after the appointment of the panel. The panel's final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place of arbitration. The panel's final decision or award shall be based on this Agreement and applicable law. (f) The panel's final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party under or in connection with this Agreement. (g) The panel's final decision or award shall be final and binding upon the Parties, and judgment upon that decision or award may be entered in any court having jurisdiction. The Parties waive any right to apply or appeal to any court for relief from the preceding sentence or from any decision of the panel made before the final decision or award. (h) Nothing in this Section 22 limits the right of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 22, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 22. In addition, nothing in this Section 22 prohibits the Parties from resolving any Dispute (in whole or in part) by agreement. The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretion. The costs of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Dispute.

Mandatory Arbitration. Except as provided Unless and except the relief sought requires the exercise of the equity powers of a court of competent jurisdiction or to the extent otherwise expressly agreed in subsection (h) writing by the Seller Parties and Buyer, in the event of any dispute arising out of or related to this Agreement or any of the transactions contemplated hereby, the parties shall be required to enter into arbitration according to this Section 22, any Dispute must be resolved by binding arbitration in accordance with the following10.4.1: (a) Either Party may begin Whenever any arbitration is permitted or required hereunder, arbitration proceedings shall be commenced by filing a demand for the party desiring arbitration in accordance with (the Arbitration Rules and concurrently Notifying "Initiating Party") giving notice to the other party (the "Responding Party") specifying the matter to be arbitrated and requesting an arbitration thereof. For the purpose of arbitrating such matter, the Initiating Party of that demandand the Responding Party shall then designate or appoint a single arbitrator. If the Parties are unable to agree upon a panel of three arbitrators such appointment is not made within ten (10) days after the demand for arbitration was filed (and do not agree to an extension receipt of that ten-day period)such notice, either Party may request party shall be entitled to make application to the Denver office Delaware Court of Chancery pursuant to the Delaware Uniform Arbitration Act for selection of the American Arbitration Association ("AAA") to appoint arbitrator, and the arbitrator or arbitrators necessary to complete the panel in accordance with the Arbitration Rulesprovisions of such statute shall govern such selection. Each arbitrator so appointed selected for the purposes of this Section 10.4.1 shall be deemed accepted by a qualified arbitrator, be at arm's length from the Parties as part parties, and have a minimum of ten (10) years’ experience in the panelarbitration of commercial disputes in Delaware. (The person appointed arbitrator according to this Section 10.4.1 is called the "Arbitrator"). (b) The arbitration Following his or her appointment, the Arbitrator shall be conducted proceed to hear the submissions of the parties, and shall render a decision as expeditiously as possible and in the Denver, Colorado metropolitan area at a place and time agreed upon by the Parties with the panel, or if the Parties cannot agree, as designated by the panel. The panel may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence.any (c) The panel may authorize any and all forms of discovery upon a Party's showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration shall be subject to the Federal Arbitration Act and conducted in accordance with the Arbitration Rules to the extent that they do not conflict with this Section 22. The Parties and the panel may, however, agree to vary to provisions of this Section 22 or the matters otherwise governed by the Arbitration Rules. (e) The arbitration hearing shall be held within 60 days after the appointment decision of the panel. The panel's final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place of arbitration. The panel's final decision or award shall be based on this Agreement and applicable law. (f) The panel's final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party under or in connection with this Agreement. (g) The panel's final decision or award Arbitrator shall be final and binding upon the Parties, parties and judgment not subject to appeal either on an issue of law or an issue of mixed fact and law. Judgment upon that the award or decision or award rendered by the Arbitrator may be entered in any court having jurisdiction. The Parties waive any right to apply or appeal to any court for relief from the preceding sentence or from any decision of the panel made before the final decision or award. (hd) Nothing in this Section 22 limits In the right of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 22, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach event of the Agreement failure, refusal or otherwise so inability of any Arbitrator to act, a new arbitrator shall be appointed in his stead, which appointment shall be made in the same manner as to avoid hereinbefore provided. (e) If an irreparable damage or maintain the status quo, until a final arbitration decision or award is not rendered or within the Dispute is otherwise resolvedninety (90) day period above referred to, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 22. In addition, nothing in this Section 22 prohibits the Parties from resolving any Dispute (in whole or in part) by agreement. The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretion. The costs of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude the Parties then at any time from mutually agreeing to pursue non-binding mediation after the expiration of such ninety (90) day period until the decision is so made, either party may cancel the appointment of the DisputeArbitrator previously made and initiate new arbitration proceedings by a new written notice requiring an appointment.

Mandatory Arbitration. Except as provided in subsection (h) of this Section 22If checked here , any Dispute must controversy or claim brought by Borrower against Bank arising out of or relating to this Agreement or any Loan Documents, including any claim based on or arising from an alleged tort, shall be resolved determined by binding arbitration in accordance with the following: (a) Either Party may begin arbitration by filing a demand for arbitration in accordance with the Arbitration Rules and concurrently Notifying the other Party of that demand. If the Parties are unable to agree upon a panel of three arbitrators within ten days after the demand for arbitration was filed (and do not agree to an extension of that ten-day period), either Party may request the Denver office of the American Arbitration Association ("AAA") to appoint the arbitrator or arbitrators necessary to complete the panel in accordance with the Arbitration Rules. Each arbitrator so appointed shall be deemed accepted by the Parties as part of the panel. (b) The arbitration shall be conducted in the Denver, Colorado metropolitan area at a place and time agreed upon by the Parties with the panel, or if the Parties cannot agree, as designated by the panel. The panel may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration shall be subject to the Federal Arbitration Act and conducted in accordance with (or if not applicable, the Arbitration Rules to the extent that they do not conflict with this Section 22applicable state law). The Parties and the panel may, however, agree to vary to provisions of this Section 22 or the matters otherwise governed by the Arbitration Rules. (e) The Judgment upon any arbitration hearing shall be held within 60 days after the appointment of the panel. The panel's final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place of arbitration. The panel's final decision or award shall be based on this Agreement and applicable law. (f) The panel's final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party under or in connection with this Agreement. (g) The panel's final decision or award shall be final and binding upon the Parties, and judgment upon that decision or award may be entered in any court having jurisdiction. The Parties waive Any party to this Agreement may bring an action, including a summary or expedited proceeding, to compel arbitration of any right controversy or claim to apply or appeal to which this Agreement applies in any court having jurisdiction over such action. The arbitration shall be conducted in the city of the Borrower's domicile at time of this Agreement's execution. a. Borrower and Bank shall each select an arbitrator within fifteen (15) days of a demand for relief from arbitration hereunder, and the preceding sentence arbitrators so chosen shall select a third arbitrator within fifteen (15) days of the later arbitrator's selection. If either Borrower or from any Bank fails to designate its arbitrator, or if the arbitrators chosen by Borrower and Bank fail to designate a third arbitrator, then such arbitrator shall be designated by the American Arbitration Association upon request by either Borrower or Bank. b. All arbitration hearings shall be commenced within 90 days of the demand for arbitration; further, the arbitrators shall only, upon a showing of cause, be permitted to extend the commencement of such hearing for up to an additional 60 days. c. The decision of a majority of the panel made before arbitrators shall be final, conclusive and binding on the final decision or awardparties hereto. (h) d. Nothing in this Section 22 limits the right of either Party to apply to a court having jurisdiction Agreement shall be deemed to (i) enforce limit the agreement to arbitrate applicability of any otherwise applicable statutes of limitation or repose and any waivers contained in accordance with this Section 22, Agreement; or (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach be a waiver by Bank of the Agreement protection afforded to it by 12 U.S.C. Sec. 91 or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, any substantially equivalent state law; or (iii) challenge limit the right of Bank (A) to exercise self help remedies such as (but not limited to) setoff, or vacate (B) to foreclose against any final arbitration decision real or award that does personal property collateral, or (C) to obtain from a court provisional or ancillary remedies such as (but not comply with this Section 22limited to) injunctive relief or the appointment of a receiver. In additionBank may exercise such self help rights, nothing in this Section 22 prohibits foreclose upon such property, or obtain such provisional or ancillary remedies before, during or after the Parties from resolving any Dispute (in whole or in part) by agreement. The panel may proceed to an award notwithstanding the failure pendency of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding brought pursuant to this Agreement. At Bank's option, foreclosure under a mortgage may be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such amount, if any, as determined accomplished by the panel in its discretion. The costs any of the arbitration shall be borne equally following: the exercise of a power of sale under the mortgage, or by judicial sale under the Parties unless otherwise determined mortgage, or by the panel in its award. The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Disputejudicial foreclosure.

Mandatory Arbitration. Except In exchange for the mutual promises contained in this Agreement, and as provided in subsection (h) a condition of this Section 22Employee’s employment with Employer, any Dispute must be resolved by binding arbitration in accordance with the followingand Employee’s sign-on bonus, Employer and Employee agree that: (a) Either Party may begin any and all “Covered Claims” (as defined in Section 3 below) shall be submitted to and resolved by final and binding arbitration to be held in Chicago, Illinois, before a single arbitrator and administered by filing a demand JAMS or its successor, under JAMS’ then applicable rules and procedures for employment disputes (available upon request and also currently available at hxxx://xxx.xxxxxxx.xxx/xxxxx-employment-arbitration/). The Employee can also call the JAMS at (000) 000-0000 with any questions about the arbitration in accordance with the Arbitration Rules and concurrently Notifying the other Party of that demandprocess. If the Parties JAMS Employment Arbitration Rules are unable to agree upon a panel of three arbitrators within ten days after the demand for arbitration was filed (and do not agree to an extension of that ten-day period), either Party may request the Denver office of the American Arbitration Association ("AAA") to appoint the arbitrator or arbitrators necessary to complete the panel in accordance inconsistent with the Arbitration Rules. Each arbitrator so appointed terms of this Agreement, the terms of this Agreement shall be deemed accepted by the Parties as part of the panel.govern; (b) The arbitration the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, formation, or enforceability of this Agreement, including but not limited to the arbitrability of any dispute between the parties, except for a dispute regarding the enforceability or scope of the waiver in Section 5, which shall be conducted in the Denver, Colorado metropolitan area at determined by a place and time agreed upon by the Parties with the panel, or if the Parties cannot agree, as designated by the panel. The panel may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion court of one Party, determine to be necessary to obtain significant testimony or evidence.competent jurisdiction; and (c) The panel may authorize any and all forms of discovery upon a Party's showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration shall be subject to the Federal Arbitration Act and conducted in accordance with the Arbitration Rules to the extent that they do not conflict with this Section 22. The Parties and the panel may, however, agree to vary to provisions of this Section 22 or the matters otherwise governed by the Arbitration Rules. (e) The arbitration hearing shall be held within 60 days after the appointment of the panel. The panel's final Arbitrator’s decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place of arbitration. The panel's final decision or award shall be based on this Agreement and applicable law. (f) The panel's final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party under or in connection with this Agreement. (g) The panel's final decision or award shall be final and binding upon only on the Parties to this Agreement and the Parties agree that awards deciding issues for similarly situated employees will have no preclusive effect in any arbitration between the Parties, and judgment upon that decision or award may be entered in any court having jurisdiction. The Parties waive any right to apply or appeal to any court for relief from the preceding sentence or from any decision of the panel made before the final decision or award.; and (hd) Nothing in this Section 22 limits the right of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 22, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 22. In addition, nothing in this Section 22 prohibits Agreement shall preclude the Parties from resolving any Dispute seeking provisional remedies, such as an injunction or temporary restraining order, in aid of arbitration from a court of competent jurisdiction or from the arbitrator; and (in whole or in parte) by agreement. The panel may proceed the Arbitrator shall have no power to award punitive damages to either party, except where an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretion. The costs of applicable statute allows for punitive damages; and (f) the arbitration shall be borne equally by conducted on a confidential basis and there shall be no disclosure of evidence or the Parties award or Arbitrator’s decision beyond the arbitration proceeding, unless otherwise determined provided by the panel in its award. The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions this agreement or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable allowed by law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Dispute.

Mandatory Arbitration. Except If either party is not satisfied with the results of the mediation, either party may submit the dispute to arbitration, within thirty (30) days following the date of completion of the mediation. If the amount in controversy is less than the jurisdictional limits of RCW 7.06, as provided in subsection implemented through the Superior Court Mandatory Arbitration Rules (h“MAR”) of this Section 22and Local Rules, any Dispute must the dispute shall be resolved by binding submitted to arbitration in accordance with the following: Mandatory Arbitration Rules and the Local Rules of the county in which the Home is located. You and the Builder hereby waive any objections that the dispute is not arbitrable. If necessary to obtain an arbitration under the Mandatory Arbitration Rules and the Local Rules, either party may commence litigation, solely for the purpose of obtaining an arbitration proceeding, but no discovery shall be conducted (aother than as required by the arbitrator) Either Party may begin or other actions taken in the litigation until completion of the arbitration. If the county in which the Home is located has not adopted Mandatory Arbitration or the amount in controversy is in excess of the jurisdictional limits, the arbitration by filing a demand for arbitration shall be conducted in accordance with the Arbitration Rules and concurrently Notifying the other Party of that demand. If the Parties are unable to agree upon a panel of three arbitrators within ten days after the demand for arbitration was filed (and do not agree to an extension of that ten-day period), either Party may request the Denver office of the American Arbitration Association ("AAA") to appoint the arbitrator or arbitrators necessary to complete the panel in accordance with the Arbitration Rules. Each arbitrator so appointed shall be deemed accepted by the Parties as part of the panel. (b) following provisions: The arbitration shall be conducted in the Denver, Colorado metropolitan area at by a place and time agreed upon by the Parties with the panel, single arbitrator before JAMS or if the Parties cannot agree, as designated by the panel. The panel may, however, call and conduct hearings and meetings at such other places arbitration service as may be mutually agreed, under the Parties may agree arbitration rules generally utilized by JAMS, modified as follows: (i) the total time from date of demand for arbitration to final award shall not exceed 90 days for disputes less than $50,000 or as 12 months for disputes exceeding $50,000; (ii) the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration arbitrator shall be chosen by JAMS without submittal of lists and subject to challenge only for good cause shown; (iii) the Federal Arbitration Act arbitrator shall have substantial experience in Construction Defects disputes; (iii) all notices may be by telephone or other electronic communication with later confirmation in writing; (iv) the time, date and conducted in accordance with place of the Arbitration Rules to the extent that they do not conflict with this Section 22. The Parties and the panel may, however, agree to vary to provisions of this Section 22 or the matters otherwise governed by the Arbitration Rules. (e) The arbitration hearing shall be held within set by the arbitrator in his or her sole discretion, provided that there be at least 60 days after the appointment prior notice of the panel. The panel's final decision or award hearing; (v) there shall be made no post-hearing briefs; (vi) there shall be no discovery except by order of the arbitrator; and (vii) the arbitrator shall issue his or her award within 30 days after the close of the hearing. That final decision or award The arbitration shall be made by unanimous held in the county in which the Home is located. Whether or majority vote or consent of not mandatory arbitration has been adopted in the arbitrators constituting county where the panelarbitration hearing is held, and shall be deemed issued at the place of arbitration. The panel's final decision or award shall be based on this Agreement and applicable law. (f) The panel's final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party under or in connection with this Agreement. (g) The panel's final decision or award shall be final and binding upon the Parties, and judgment upon that decision or award may be entered in any court having jurisdiction. The Parties waive any right to apply or appeal to any court for relief from the preceding sentence or from any decision of the panel made before arbitrator shall be appealable in the final decision or award. (h) Nothing same manner as provided in this Section 22 limits the right of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 22, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach 7.1 of the Agreement or otherwise so MAR, and the procedures for appeal shall be the same as to avoid an irreparable damage or maintain provided in the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 22. In addition, nothing in this Section 22 prohibits the Parties from resolving any Dispute (in whole or in part) by agreementMAR. The panel may proceed to an award notwithstanding fees and expenses of the failure of any Party to participate in such proceedings. The prevailing Party in arbitrator shall be paid half by each party unless the arbitration proceeding may be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such amount, if any, as determined by the panel arbitrator decides otherwise in its discretion. The costs parties shall each hold harmless and indemnify the arbitrator from any claims arising in connection with the arbitration. The prevailing party shall be entitled to award of its reasonable attorney’s fees and taxable costs. The award of attorney’s fees shall not be affected by offers of settlement. In an appeal of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This trial de novo, Section 22 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation 7.3 of the DisputeMAR shall apply for determination of costs and attorneys fees.

Mandatory Arbitration. Except as provided in subsection If a Dispute is not fully resolved pursuant to subparagraph 15(b) within thirty (h30) calendar days’ of this Section 22submission to mediation, any the Dispute must may be resolved submitted by either party for definitive resolution through binding arbitration (an “Arbitration”) with a single neutral arbitrator (the “Arbitrator”) mutually agreed upon by the parties or otherwise selected in accordance with the following: Rules (aas defined below) Either Party may begin arbitration by filing a demand for arbitration in accordance with Houston, Texas. In the Arbitration Rules and concurrently Notifying event the other Party of that demand. If the Parties are unable to agree upon a panel of three arbitrators within ten days after the demand for arbitration was filed (and do parties cannot agree to on an extension of that ten-day period)Arbitrator, either Party may request the Denver Arbitrator shall be selected by the Houston, Texas office of the American Arbitration Association ("“AAA"”) to appoint the arbitrator or arbitrators necessary to complete the panel its successor in accordance with the its arbitrator selection procedures. The Arbitration Rules. Each arbitrator so appointed shall be deemed accepted by brought before the Parties as part of Arbitrator and heard in accordance with then-applicable AAA Employment Arbitration Rules (the panel. (b) The arbitration shall be conducted in the Denver, Colorado metropolitan area at a place and time agreed upon by the Parties with the panel, or if the Parties cannot agree, as designated by the panel“Rules”). The panel may, however, call and conduct hearings and meetings at such other places as Arbitrator shall (i) have the Parties may agree or as authority to compel adequate discovery for the panel may, on the motion resolution of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and to award such relief as would otherwise be permitted by applicable law; and (ii) issue a written arbitration decision including the Arbitrator’s essential findings and conclusions and a statement of the award. The Arbitrator shall determine if any Dispute or issue is not excessive in scope, timing, or cost. (d) The arbitration shall be subject to the Federal Arbitration Act this arbitration obligation, and conducted to award any or all remedies that either party would be entitled to seek in accordance with the Arbitration Rules to the extent that they do not conflict with this Section 22a court of law. The Parties Company shall bear the administrative costs and the panel may, however, agree to vary to provisions of this Section 22 or the matters otherwise governed by the Arbitration Rules. (e) The arbitration hearing shall be held within 60 days after the appointment expenses of the panel. The panel's final decision or award shall be made within 30 days after Arbitration, including the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panelArbitrator’s fee, and each party shall be deemed issued at bear its own attorney’s fees and associated expenses, subject to re-allocation as permitted under the place of arbitration. The panel's final decision or award shall be based on this Agreement Rules and applicable substantive law. (f) The panel's final decision . Except as required by law or award as may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party under or be reasonably required in connection with this Agreement. (g) The panel's final decision ancillary judicial proceedings to compel arbitration, to obtain temporary or award preliminary judicial relief in aid of arbitration, or to confirm or challenge an arbitration award, the Arbitration proceedings, including any hearings, evidence, and award, shall be final and binding upon the Partiesconfidential, and judgment upon that decision the parties shall not disclose any awards, any materials in the proceedings created for the purpose of the arbitration, or any documents produced by another party in the proceedings not otherwise in the public domain. Judgment on any award rendered by an arbitration tribunal may be entered in any court having jurisdictionjurisdiction thereover. The Parties waive any right to apply Notwithstanding the foregoing, the parties may bring an action or appeal to special proceeding in any court of competent jurisdiction for relief from the preceding sentence or from any decision purpose of the panel made before the final decision or awardcompelling arbitration. (h) Nothing in this Section 22 limits the right of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 22, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 22. In addition, nothing in this Section 22 prohibits the Parties from resolving any Dispute (in whole or in part) by agreement. The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretion. The costs of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Dispute.

Mandatory Arbitration. Except as provided in subsection (h) The parties hereby agree to submit all controversies, claims and matters of difference arising out of or relating to this Section 22, any Dispute must be resolved by Agreement and the transactions contemplated hereby to binding arbitration in the County of Duval, State of Floxxxx, in accordance with the followingrules and practices of The American Arbitration Association from time to time in effect (the "Rules"). This submission and agreement to arbitrate shall be mandatory, exclusive and specifically enforceable. All references in this Agreement to litigation between Purchaser and Seller, shall be governed by the provisions of this Section 10, 16. Without limiting the generality of the foregoing, the following shall be considered controversies for this purpose: (a) Either Party All questions relating to the breach of any obligation, warranty, representation, covenant or agreement hereunder or under any Exhibit hereto and all questions relating to the construction and interpretation thereof, (b) All questions relating to representations, negotiations and other proceedings leading to the execution hereof and all modifications of this Agreement of every nature and description; (c) Failure of any party to deny or reject a claim or demand of another party; (d) All questions as to whether the right to arbitrate any questions exists or as to the existence of any agreement to arbitrate; and (e) All issues raised by any subsequent alleged amendment hereto, whether written or oral, unless such amendment expressly cancels this arbitration provision in writing signed by all affected parties hereto. The parties may begin arbitration by filing agree on a demand for arbitration retired judge as sole arbitrator. In the absence of such agreement, there shall be three (3) arbitrators, selected in accordance with the Arbitration Rules Rules: one (1) attorney and/or retired judge, one (1) expert in commercial mortgage and concurrently Notifying the other Party of that demandreal estate transactions, and one (1) certified public accountant. If the Parties are unable to agree upon a panel of three arbitrators within ten days after the demand for arbitration was filed A decision agreed on by two (and do not agree to an extension of that ten-day period), either Party may request the Denver office of the American Arbitration Association ("AAA"2) to appoint the arbitrator or arbitrators necessary to complete the panel in accordance with the Arbitration Rules. Each arbitrator so appointed shall be deemed accepted by the Parties as part of the panel. (b) The arbitration shall be conducted in the Denver, Colorado metropolitan area at a place and time agreed upon by the Parties with the panel, or if the Parties cannot agree, as designated by the panel. The panel may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration shall be subject to the Federal Arbitration Act and conducted in accordance with the Arbitration Rules to the extent that they do not conflict with this Section 22. The Parties and the panel may, however, agree to vary to provisions of this Section 22 or the matters otherwise governed by the Arbitration Rules. (e) The arbitration hearing shall be held within 60 days after the appointment of the panel. The panel's final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place decision of arbitration. The the arbitration panel's ; provided however, that in the case of monetary damages, if there is no agreement of two arbitrators as to the amount of the award, then the final decision or award shall be based on this Agreement and applicable law. (f) The panel's final decision or award may include injunctive relief in response to any actual or impending breach of the arbitration panel for the purpose of this Agreement or any other actual or impending action or omission of a Party under or shall be the amount left after excluding the highest and lowest amounts. The parties agree to abide by all awards rendered in connection with this Agreement. (g) The panel's final decision or such proceedings. Any award shall include costs and reasonable attorneys' fees to the successful party. Such awards shall be final and binding upon the Partieson all parties. There shall be no appeal therefrom, and judgment upon that decision other than for fraud or award misconduct. All awards may be entered in any court having jurisdiction. The Parties waive any right to apply filed with the clerk of one or appeal to any court for relief from the preceding sentence more courts, State or from any decision of the panel made before the final decision or award. (h) Nothing in this Section 22 limits the right of either Party to apply to a court Federal, having jurisdiction to (i) enforce over the agreement to arbitrate in accordance with this Section 22, (ii) seek provisional or temporary injunctive relief, in response to party against whom such an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or its property as a basis of judgment and of the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 22issuance of an order authorizing execution for collection. In addition, nothing Nothing in this Section 22 prohibits Agreement and/or the Parties from resolving any Dispute (in whole or in part) by agreement. The panel may proceed Exhibits hereto shall be deemed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in prevent the arbitration proceeding panel from exercising authority to permit exercise by a party of its legal and/or equitable remedies, including the right of offset. It is understood by the parties that there is not intended in this Agreement or any Exhibit hereto that there be a waiver of a party's right to any remedy which may be entitled to an award enforced through arbitration, specifically including, without limitation, the right of reasonable attorneys' fees incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretion. The costs of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. The panel shall be empowered to impose sanctions setoff and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Disputeinjunctive relief.

Mandatory Arbitration. Except as provided in subsection (h) of this Section 2230, any Dispute (as defined in Section 6(e)) must be resolved by binding arbitration in accordance with the following: (a) Either Party may begin arbitration by filing a demand for arbitration in accordance with the Arbitration Rules and concurrently Notifying notifying the other Party of that demand. If the Parties are unable to agree upon a panel of three arbitrators within ten days after the demand for arbitration was filed (and do not agree to an extension of that ten-day period), either Party may request the Denver Denver, Colorado office of the American Arbitration Association ("“AAA"”) to appoint the arbitrator or arbitrators necessary to complete the panel in accordance with the Arbitration Rules. Each arbitrator so appointed shall be deemed accepted by the Parties as part of the panel. (b) The arbitration shall be conducted in the Denver, Colorado metropolitan area at a place and time agreed upon by the Parties with the panel, or if the Parties cannot agree, as designated by the panel. The panel may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's ’s showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration shall be subject to the Federal Arbitration Act and conducted in accordance with the Arbitration Rules to the extent that they do not conflict with this Section 2230. The Parties and the panel may, however, agree to vary to the provisions of this Section 22 30 or the matters otherwise governed by the Arbitration Rules. (e) The arbitration hearing shall be held within 60 days after the appointment of the panel. The panel's ’s final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place of arbitration. The panel's ’s final decision or award shall be based on this Agreement and applicable law. (f) The panel's ’s final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party under or in connection with this Agreement. (g) The panel's ’s final decision or award shall be final and binding upon the Parties, and judgment upon that decision or award may be entered in any court having jurisdiction. The Parties waive any right to apply or appeal to any court for relief from the preceding sentence or from any decision of the panel made before the final decision or award. (h) Nothing in this Section 22 30 limits the right of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 2230, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 2230. In addition, nothing in this Section 22 30 prohibits the Parties from resolving any Dispute (in whole or in part) by agreement. The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award of reasonable attorneys' ’ fees incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretion. The costs of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 30 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Dispute.

Mandatory Arbitration. a. Except as otherwise provided in subsection (h) this Agreement any disagreement, dispute, controversy or claim with respect to the validity of this Section 22Agreement or arising out of or in relation to this Agreement or a Kroger purchase order or any agreement in which either is incorporated, or breach hereof, shall be finally settled by arbitration in Cincinnati, Xxxxxxxx County, Ohio, USA or other location agreed upon by Kroger, in accordance with articles of the American Arbitration Association for Commercial Arbitration. The dispute will be determined by one arbitrator, except that if the dispute involves an amount in excess of $1,000,000 (exclusive of interest and costs (“Complex Case” or “Complex Cases”)), three arbitrators will be appointed. In a Complex Case, each party will select an arbitrator from the AAA National Roster and, unless the parties agree upon the selection of a third arbitrator, the two party-appointed arbitrators will select a third arbitrator from the AAA National Roster to serve as the chairperson of the panel within thirty (30) days of the last party- appointed arbitrator, otherwise the AAA may appoint the chairperson. b. Neither party will commence an arbitration proceeding pursuant to the provisions set forth below unless that party first gives a written notice (a “Dispute Notice”) to the other party setting forth the nature of the Dispute. The parties agree to try in good faith to settle the dispute 1) first through discussions between the parties’ senior management and then 2) non-binding mediation conducted by a mediator mutually agreeable to the parties before resorting to arbitration. If the parties cannot agree on a mediator within forty-five (45) days of the Dispute Notice, mediation shall be conducted pursuant to the AAA commercial mediation procedures. Failure to submit the Dispute Notice shall be grounds to dismiss any arbitration filed by either party. The parties agree to mediate within sixty 60 days of the Dispute must Notice, unless extended by mutual agreement of the parties. However, pre- arbitration mediation will not be resolved by binding arbitration required in Complex Cases, as defined in this section. If the parties mutually agree to mediate a Complex Case, such mediation shall be conducted in accordance with the following: provisions contained in this section. The mediation shall be conducted in Cincinnati, Xxxxxxxx County, Ohio, USA or other location agreed upon by Kroger. The parties agree to exchange any relevant, non-privileged documents that support their claims or defenses not later than two weeks before the scheduled mediation. The mediator’s fees will paid equally by the parties and each party shall bear its own attorney’s fees and expenses. If the Dispute has not been resolved through mediation as provided above, or otherwise resolved, within ninety (a90) Either Party days after receipt of the Dispute Notice, or any mutually agreed upon extension, then the Dispute will be determined by binding arbitration. The arbitration shall be commenced within fifteen 15 days after the termination of mediation or, if mediation is not conducted, within sixty 60 days of the Dispute Notice. The arbitration will be conducted in accordance with such rules as may begin be agreed upon by the parties, or failing agreement within thirty (30) days after arbitration by filing a demand for arbitration is demanded, in accordance with the Commercial Arbitration Rules and concurrently Notifying the other Party of that demand. If the Parties are unable to agree upon a panel of three arbitrators within ten days after the demand for arbitration was filed (and do not agree to an extension of that ten-day period), either Party may request the Denver office of the American Arbitration Association ("“AAA") to appoint the arbitrator or arbitrators necessary to complete the panel in accordance with the Arbitration Rules. Each arbitrator so appointed shall be deemed accepted by the Parties as part of the panel”). (b) The arbitration shall be conducted in the Denver, Colorado metropolitan area at a place and time agreed upon by the Parties with the panel, or if the Parties cannot agree, as designated by the panel. The panel may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration shall be subject to the Federal Arbitration Act and conducted in accordance with the Arbitration Rules to the extent that they do not conflict with this Section 22. The Parties and the panel may, however, agree to vary to provisions of this Section 22 or the matters otherwise governed by the Arbitration Rules. (e) The arbitration hearing shall be held within 60 days after the appointment of the panel. The panel's final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place of arbitration. The panel's final decision or award shall be based on this Agreement and applicable law. (f) The panel's final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party under or in connection with this Agreement. (g) The panel's final decision or award shall be final and binding upon the Parties, and judgment upon that decision or award may be entered in any court having jurisdiction. The Parties waive any right to apply or appeal to any court for relief from the preceding sentence or from any decision of the panel made before the final decision or award. (h) Nothing in this Section 22 limits the right of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 22, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 22. In addition, nothing in this Section 22 prohibits the Parties from resolving any Dispute (in whole or in part) by agreement. The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretion. The costs of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Dispute.

Mandatory Arbitration. Except Arbitration is a method of deciding disputes outside the court system. The parties agree and understand that they choose arbitration instead of litigation to resolve all claims and disputes not specifically excluded. This provision governs when and how any disputes you and we may have will be decided. Unless specifically prohibited by applicable law all disputes, claims, damages, choses in action, claims for injunctive relief or controversies arising from or relating in any way to the agreements, relationships, accounts, loans, or security agreements between you and us; the relationships which result or arise as provided in subsection (h) a result of this Section 22Agreement; any rights, privileges or services you receive from us now or in the future; any Dispute must claims or disputes arising in or ancillary to any bankruptcy or other insolvency proceeding; or the validity of this clause (together referred to collectively as Agreement), shall be resolved by binding arbitration in accordance by a single arbitrator chosen with the following: mutual consent of the parties. The arbitrator must be an attorney with more than ten (a10) Either Party may begin arbitration by filing years of experience or a demand retired judge. If for arbitration in accordance with any reason the Arbitration Rules and concurrently Notifying parties do not consent to an arbitrator within thirty (30) days from the date that notice of a claim or intent to arbitrate is provided to the other Party of that demand. If party, then an arbitrator will be selected pursuant to the Parties are unable to agree upon a panel of three arbitrators within ten days after the demand for arbitration was filed (and do not agree to an extension of that ten-day period), either Party may request the Denver office Rules of the American Arbitration Association ("AAA"). This arbitration Agreement is made pursuant to a transaction in Interstate Commerce, and shall be governed by the Federal Arbitration Act ("FAA") at 9 USC § 1, et seq., as amended from time to appoint time. It is understood and agreed that your Credit Plan Agreement(s), your Accounts, all transactions on your Accounts, and any dispute defined herein shall involve Interstate Commerce. If any dispute between us does not involve Interstate Commerce, such dispute shall be governed by the Arbitration Act for the State set forth in this Membership Agreement., as amended from time to time, in which case all references to the FAA herein shall be to said State Act. If the State has no Arbitration Act, then the parties will be governed by the Rules of the American Arbitration Act in any matter not involving interstate commerce. The parties agree and understand that the arbitrator shall have all power provided by the law and this Agreement to make and enter findings of fact and determination of judgment based on the parties’ Agreements and applicable law, including but not limited to the rights of possession, off-set, property rights, money damages, declaratory relief, and injunctive relief. No arbitrator shall have the jurisdiction or arbitrators necessary authority to complete add to, take from, nullify or modify any of the panel in accordance with terms the Arbitration RulesAgreement. Each The arbitrator so appointed shall be deemed accepted bound by the Parties as part of the panel. (b) The arbitration shall be conducted in the Denver, Colorado metropolitan area at a place facts and time agreed upon by the Parties with the panel, or if the Parties cannot agree, as designated by the panelevidence submitted to him. The panel may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration shall Arbitration will be subject to the Federal Arbitration Act rules of procedure and conducted in accordance evidence consistent with the Rules of the American Arbitration Rules to Association, and the extent that they do Arbitrator will not conflict with this Section 22apply federal or state rules. The Parties and the panel may, however, agree to vary to provisions of this Section 22 or the matters otherwise governed by the Arbitration Rules. (e) The arbitration hearing shall be held within 60 days after the appointment decision of the panel. The panel's final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place of arbitration. The panel's final decision or award shall be based on this Agreement and applicable law. (f) The panel's final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party under or in connection with this Agreement. (g) The panel's final decision or award arbitrator shall be final and binding and may be enforced in accordance with the terms of either the Federal or applicable State Law, except for any specific appeal right regarding a judgment under the FAA or a judgment for more than $100,000. For these judgments, any party may appeal to a three-arbitrator panel appointed by and under the rules of the AAA. The decision of the panel will be by majority vote and will be final and binding except for any specific appeal right under the FAA. All provisions of this Arbitration Agreement will apply to the panel. Judgment upon the Parties, and judgment upon that decision or award rendered may be entered in any court having jurisdiction. The Parties waive any right WITH THE EXCEPTION EXPLAINED HEREIN, THE PARTIES AGREE AND UNDERSTAND THAT ALL DISPUTES (INCLUDING ALL LEGAL AND EQUITABLE RIGHTS AND REMEDIES) ARISING UNDER CASE LAW, STATUTORY LAW, AND ALL OTHER LAWS INCLUDING, BUT NOT LIMITED TO, ALL CONTRACT, TORT, REGULATORY, AND PROPERTY DISPUTES WILL BE SUBJECT TO BINDING ARBITRATION IN ACCORD WITH THIS AGREEMENT. Notwithstanding anything hereunto the contrary, the Credit Union retains an option to apply use judicial or appeal non-judicial relief to enforce a security agreement relating to any collateral pledged to secure the Agreements between the parties, to enforce all monetary obligations by you to the Credit Union so long as there is no dispute that is subject to mandatory arbitration, or to foreclose on any collateral securing your obligations to us by way of replevin, claim and delivery, or otherwise. The initiation and maintenance of an action for judicial relief in a court for relief from [on the preceding sentence or from any decision foregoing terms] shall not constitute a waiver of the panel made before the final decision or award. (h) Nothing in this Section 22 limits the right of either Party any party to apply compel arbitration regarding any other dispute or remedy subject to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 22, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 22. In addition, nothing in this Section 22 prohibits Agreement, including the Parties from resolving filing of a counterclaim in any Dispute (in whole or in part) action brought by agreementthe Credit Union pursuant to this provision. The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party Any arbitration proceeding will take place in the arbitration proceeding may be entitled federal judicial circuit where the Credit Union maintains a branch that is the closest Credit Union branch to an award your primary place of reasonable attorneys' fees incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretion. The costs of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable lawbusiness. Each party agrees must bear all of their own expenses, including the party’s own attorneys, experts, and witnesses, regardless of who wins the arbitration, except to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by the extent that applicable law which cannot be waivedspecifically requires otherwise. This Section 22 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation The rules of the DisputeAAA will be applied to any arbitration between the parties, except in the event of any inconsistency between this Agreement and the rules of the AAA, in which case this Agreement will govern.

Mandatory Arbitration. Except In exchange for the mutual promises contained in this Agreement, and as provided in subsection a condition of Employee's employment (hand continued employment where applicable) of this Section 22with Employer, any Dispute must be resolved by binding arbitration in accordance with the followingEmployer and Employee agree that: (a) Either Party may begin any and all "Covered Claims" (as defined in Section 3 below) shall be submitted to and resolved by final and binding arbitration to be held in Bergen County, New Jersey, before a single arbitrator and administered by filing a demand for arbitration in accordance with the Arbitration Rules and concurrently Notifying the other Party of that demand. If the Parties are unable to agree upon a panel of three arbitrators within ten days after the demand for arbitration was filed (and do not agree to an extension of that ten-day period), either Party may request the Denver office of the American Arbitration Association ("“AAA"”) to appoint the arbitrator or arbitrators necessary to complete the panel in accordance with the Arbitration RulesAAA Employment Rules applicable at the time the arbitration is commenced, except as modified by this Agreement. Each arbitrator so appointed A copy of the current version of the AAA Employment Rules is attached as Exhibit “A”. The Rules may be amended from time to time and are also available online at xxx.xxx/xxxxxxxxxx. The Employee can also call the AAA at 000-000-0000 with any questions about the arbitration process. If the AAA Rules are inconsistent with the terms of this Agreement, the terms of this Agreement shall be deemed accepted by govern . If the AAA is unavailable, the Parties as part of the panelagree to binding arbitration before JAMS alternative dispute resolutions services. (b) The arbitration the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, formation, or enforceability of this Agreement, including but not limited to the arbitrability of any dispute between the parties except for a dispute regarding the enforceability or scope of the waiver in Section 5, which shall be conducted in the Denver, Colorado metropolitan area at determined by a place and time agreed upon by the Parties with the panel, or if the Parties cannot agree, as designated by the panel. The panel may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion court of one Party, determine to be necessary to obtain significant testimony or evidencecompetent jurisdiction. (c) The panel may authorize the Arbitrator's decision shall be final and binding only on the Parties to this Agreement and the Parties agree that awards deciding issues for similarly situated employees will have no preclusive effect in any and all forms of discovery upon a Party's showing of need that arbitration between the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost.Parties; and (d) The nothing in this Agreement shall preclude the Parties from seeking provisional remedies, such as an injunction or temporary restraining order, in aid of arbitration shall be subject to from a court of competent jurisdiction or from the Federal Arbitration Act and conducted in accordance with arbitrator /the Parties may seek provisional remedies from an emergency arbitrator under the Arbitration AAA's Optional Rules to the extent that they do not conflict with this Section 22. The Parties and the panel may, however, agree to vary to provisions for Emergency Measures of this Section 22 or the matters otherwise governed by the Arbitration Rules.Protection; and (e) The arbitration hearing the Arbitrator shall be held within 60 days after the appointment of the panel. The panel's final decision or have no power to award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panelpunitive damages to either party, and shall be deemed issued at the place of arbitration. The panel's final decision or award shall be based on this Agreement and except where an applicable lawstatute allows for punitive damages. (f) The panel's final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party under or in connection with this Agreement. (g) The panel's final decision or award shall be final and binding upon the Parties, and judgment upon that decision or award may be entered in any court having jurisdiction. The Parties waive any right to apply or appeal to any court for relief from the preceding sentence or from any decision of the panel made before the final decision or award. (h) Nothing in this Section 22 limits the right of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 22, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 22. In addition, nothing in this Section 22 prohibits the Parties from resolving any Dispute (in whole or in part) by agreement. The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretion. The costs of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. The panel conducted on a confidential basis and there shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for no disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude evidence or the Parties at any time from mutually agreeing to pursue non-binding mediation of award or Arbitrator's decision beyond the Disputearbitration proceeding.

Mandatory Arbitration. Except as provided in subsection (h) of this Section 2229, any Dispute (as defined in Section 6(e)) must be resolved by binding arbitration in accordance with the followingFederal Arbitration Act and the Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association as then effective (the “Arbitration Rules”), subject to this Section 29 as follows: (a) Either Party Any party may begin arbitration by filing a demand for arbitration in accordance with the Arbitration Rules and concurrently Notifying notifying the other Party of that demand. If the Parties are unable to agree upon a panel of three arbitrators single arbitrator within ten days after the demand for arbitration was filed (and do not agree to an extension of that ten-day period), either Party may request the Denver Houston, Texas, office of the American Arbitration Association ("“AAA"”) to appoint the a single arbitrator or arbitrators necessary to complete the panel in accordance with the Arbitration Rules. Each The arbitrator so appointed shall be deemed accepted by the Parties as part of the panelParties. (b) The arbitration shall be conducted in the DenverHouston, Colorado metropolitan area Texas, at a place and time agreed upon by the Parties with the panelarbitrator, or if the Parties cannot agree, as designated by the panelarbitrator. The panel arbitrator may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel arbitrator may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel arbitrator may authorize any and all forms of discovery upon a Party's ’s showing of need that the requested discovery is reasonably likely to lead to material the discovery of admissible evidence needed to resolve the Dispute and/or allow either party to discover such facts that shall afford full and is not excessive in scope, timing, or costadequate relief. (d) The arbitration shall be subject to the Federal Arbitration Act and conducted in accordance with the Arbitration Rules to the extent that they do not conflict with this Section 2229. The Parties and the panel arbitrator may, however, agree to vary to provisions of this Section 22 29 or the matters otherwise governed by the Arbitration Rules. (e) The arbitration hearing shall be held within 60 days after the appointment of the panelarbitrator. The panel's arbitrator’s final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panelarbitrator, and shall be deemed issued at the place of arbitration. The panel's final decision or award shall be based on this Agreement and applicable law. (f) The panel's final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party under or in connection with this Agreement. (g) The panel's final decision or award shall be final and binding upon the Parties, and judgment upon that decision or award may be entered in any court having jurisdiction. The Parties waive any right to apply or appeal to any court for relief from the preceding sentence or from any decision of the panel made before the final decision or award. (h) Nothing in this Section 22 limits the right of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 22, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 22. In addition, nothing in this Section 22 prohibits the Parties from resolving any Dispute (in whole or in part) by agreement. The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretion. The costs of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Dispute.of

Mandatory Arbitration. Except as provided in subsection (h) of this Section 2231, any Dispute must be resolved by binding arbitration in accordance with the following: (a) Either Party may begin arbitration by filing a demand for arbitration in accordance with the Commercial Arbitration Rules of the AAA (the “Arbitration Rules”) and concurrently Notifying notifying the other Party of that demand. If the Parties are unable to agree upon a panel of three neutral arbitrators within ten twenty days after the demand for arbitration was filed (and do not the Parties agree to an a reasonable, one-time extension of that tentwenty-day period), either Party may request the Denver Houston, Texas office of the American Arbitration Association ("“AAA"”) to appoint the arbitrator or arbitrators necessary to complete the panel in accordance with the Arbitration Rules. Each arbitrator so appointed shall be deemed accepted by the Parties as part of the panel. Notwithstanding the foregoing, the Parties, by mutual consent, may agree to a single arbitrator instead of a panel of three arbitrators and, in such event, references herein to “panel” shall refer to the single appointed arbitrator. (b) The arbitration shall be conducted in the DenverHouston, Colorado Texas metropolitan area at a place and time agreed upon by the Parties with the panel, or if the Parties cannot agree, as designated by the panel. The panel may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's ’s showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration shall be subject to the Federal Arbitration Act and conducted in accordance with the Arbitration Rules to the extent that they do not conflict with this Section 2231. The Parties and the panel may, however, agree to vary to provisions of this Section 22 31 or the matters otherwise governed by the Arbitration RulesRules as permitted by law. (e) The arbitration hearing shall be held within 60 days after the appointment of the panel. The panel's ’s final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place of arbitration. The panel's ’s final decision or award shall be based on the terms and conditions of this Agreement and applicable law. (f) The panel's ’s final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party under or in connection with this Agreement. (g) The panel's ’s final decision or award shall be final and binding upon the Parties, and judgment upon that decision or award may be entered in any court having jurisdiction. The Parties waive any right to apply or appeal to any court for relief from the preceding sentence or from any decision of the panel that is made before the final decision or award. (h) Nothing in this Section 22 31 limits the right of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 2231, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 22. In addition, nothing in this Section 22 prohibits the Parties from resolving any Dispute (in whole or in part) by agreement. The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretion. The costs of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Dispute.,

Mandatory Arbitration. Except as provided in subsection The parties hereto agree that any controversy or claim arising out of or relating to this Agreement, including any dispute arising out of the interpretation or application of this Agreement and any claim under ERISA, or Executive’s employment with any member of the Company Group and/or separation from such employment (h) other than any claims arising under or relating to the Restrictive Covenants, which are specifically excluded from the scope of this Section 223.2), any Dispute must be resolved by binding arbitration in accordance with which the following: (a) Either Party may begin arbitration by filing a demand for arbitration in accordance with the Arbitration Rules and concurrently Notifying the other Party of that demand. If the Parties parties hereto are unable to agree upon a panel of three arbitrators within ten days after resolve as provided for in Section 3.1, will be submitted exclusively to final and binding arbitration pursuant to the demand for arbitration was filed (and do not agree to an extension of that ten-day period), either Party may request the Denver office of the American Federal Arbitration Association ("AAA") to appoint the arbitrator or arbitrators necessary to complete the panel in accordance with the Arbitration RulesAct. Each arbitrator so appointed shall be deemed accepted by the Parties as part of the panel. (b) The arbitration Any such arbitrations shall be conducted in the Denver, Colorado metropolitan area at a place and time agreed upon by city where the Parties with headquarters for the panel, Company are then located or if such other location as the Parties cannot parties may agree, as designated by the panel. The panel may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration shall be subject to the Federal Arbitration Act and conducted single arbitrator in accordance with the Arbitration Rules substantive laws of the State of Texas to the extent that they do not conflict with this preempted by ERISA, which shall govern all applicable benefits issues. If the parties cannot agree upon an arbitrator, then each party shall choose its own independent representative and communicate its selection to the other party in the manner outlined in Section 224.1 (“Notices” Section), and those independent representatives shall choose the single arbitrator within thirty (30) days of the date first independent representative is selected and notice is provided to the other party of such selection. The Parties cost and the panel may, however, agree to vary to provisions of this Section 22 or the matters otherwise governed by the Arbitration Rules. (e) The arbitration hearing shall be held within 60 days after the appointment expenses of the panel. The panel's final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place of arbitration. The panel's final decision or award shall be based on this Agreement and applicable law. (f) The panel's final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party under or in connection with this Agreement. (g) The panel's final decision or award shall be final and binding upon the Parties, and judgment upon that decision or award may be entered arbitrator in any court having jurisdiction. The Parties waive any right to apply or appeal to any court for relief from the preceding sentence or from any decision of the panel made before the final decision or award. (h) Nothing in this Section 22 limits the right of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 22, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 22. In addition, nothing in this Section 22 prohibits the Parties from resolving any Dispute (in whole or in part) by agreement. The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretion. The costs of the arbitration action shall be borne equally by the Parties unless otherwise determined parties. The legal expenses of each party shall initially be borne by each party. However, the arbitrator may determine how such legal expenses may ultimately be allocated between the parties and may elect to entitle the prevailing party in the arbitration to a reasonable sum for attorneys’ fees and costs incurred by such party to be paid by the panel in its awardnon-prevailing party. The panel arbitrator’s decision, judgment, and award (including the allocation of attorneys’ fees) shall be empowered final, binding and conclusive upon the parties and may be entered in any state or federal court having competent jurisdiction. The arbitrator to impose sanctions which any such dispute shall be submitted in accordance with the provision of this Section 3.2 shall only have jurisdiction and authority to take such other actions as it deems necessary to interpret, apply or determine compliance with the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules provisions of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 this Agreement, but shall not preclude have jurisdiction or authority to add to, subtract from, or alter in any way the provisions of this Agreement. The Parties at understand that their mutual obligations to arbitrate under this Section 3.2 survive any time from mutually agreeing to pursue non-binding mediation termination of the Disputethis Agreement.

Mandatory Arbitration. Except as provided in subsection (h) of this Section 22, any Dispute must be resolved by binding arbitration in accordance with the following: (a) Either Party may begin arbitration by filing a demand for arbitration in accordance with the Arbitration Rules and concurrently Notifying the other Party of that demand. If the Parties are unable to agree upon a panel of three arbitrators within ten days after the demand for arbitration was filed (and do not agree to an extension of that ten-day period8(e), either Party may request the Denver office each and every disagreement, dispute, controversy or claim arising out of the American Arbitration Association ("AAA") or relating to appoint the arbitrator or arbitrators necessary to complete the panel in accordance with the Arbitration Rules. Each arbitrator so appointed shall be deemed accepted by the Parties as part of the panel. (b) The arbitration shall be conducted in the Denver, Colorado metropolitan area at a place and time agreed upon by the Parties with the panel, or if the Parties cannot agree, as designated by the panel. The panel may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration shall be subject to the Federal Arbitration Act and conducted in accordance with the Arbitration Rules to the extent that they do not conflict with this Section 22. The Parties and the panel may, however, agree to vary to provisions of this Section 22 Agreement or the matters otherwise governed by the Arbitration Rules. (e) The arbitration hearing shall be held within 60 days after the appointment of the panel. The panel's final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place of arbitration. The panel's final decision or award shall be based on this Agreement and applicable law. (f) The panel's final decision or award may include injunctive relief in response to any actual or impending breach interpretation of this Agreement or any other actual arrangements relating to this Agreement or impending action contemplated in this Agreement or omission of a Party under the breach, termination or in connection with this Agreement. (g) The panel's final decision or award invalidity thereof shall be settled by final and binding upon arbitration administered by JAMS in Polk County, Iowa in accordance with the then existing JAMS Arbitration Rules and Procedures for Employment Disputes. In the event of such an arbitration proceeding, the Parties shall select a mutually acceptable neutral arbitrator from among the JAMS panel of arbitrators. In the event the Parties cannot agree on an arbitrator, the Administrator of JAMS will appoint an arbitrator. Neither Executive nor the Company nor the arbitrator shall disclose the existence, content or results of any arbitration hereunder without the prior written consent of all parties. Except as provided herein, the Federal Arbitration Act shall govern the interpretation, enforcement and all proceedings under this Section 13. The arbitrator shall be required to abide by the provisions of this Agreement and the arbitrator shall not modify or alter same. Such arbitration shall be conducted under a “baseball arbitration” format, pursuant to which the arbitrator shall be required to adopt the position of one of the Parties, and not any compromise position. The Company shall be responsible for paying any filing fee and the fees and costs of the arbitrator; provided, however, if Executive is the party initiating the arbitration, Executive shall contribute an amount equal to the filing fee that would have been payable by Executive if Executive had, in lieu of commencing arbitration, instead asserted those claims in litigation filed in the courts of Polk County, Iowa. Except as provided in the immediately preceding sentence, each Party shall pay for its own costs and attorneys’ fees, if any, in connection with arbitration under this Section 13. The arbitrator shall apply the substantive law (and the law of remedies, if applicable) of the State of Iowa, or federal law, or both, as applicable, and the arbitrator is without jurisdiction to apply any different substantive law. The arbitrator shall have the authority to entertain a motion to dismiss and/or a motion for summary judgment by any Party and shall apply the standards governing such motions under the Federal Rules of Civil Procedure. The arbitrator shall render an award and a written, reasoned opinion in support thereof. Judgment upon that decision or the award may be entered in any court having jurisdictionjurisdiction thereof. The Parties waive any right to apply Nothing herein contained shall preclude either Party from seeking equitable or appeal to any court for injunctive relief from a court of competent jurisdiction in order to prevent, terminate or reduce the preceding sentence or from any decision likelihood of the panel made before infliction of irreparable harm on the final decision or awardpetitioning Party. (h) Nothing in this Section 22 limits the right of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 22, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 22. In addition, nothing in this Section 22 prohibits the Parties from resolving any Dispute (in whole or in part) by agreement. The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretion. The costs of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Dispute.

Mandatory Arbitration. Except as provided in subsection (h) of this Section 2226, any Dispute (as defined in Section 6(c)) must be resolved by binding arbitration in accordance with the following: (a) Either Party may begin arbitration by filing a demand for arbitration in accordance with the Arbitration Rules and concurrently Notifying the other Party of that demand. If the Parties are unable to agree upon a panel of three arbitrators within ten days after the demand for arbitration was filed (and do not agree to an extension of that ten-day period), either Party may request the Denver Houston, Texas office of the American Arbitration Association ("AAA") to appoint the arbitrator or arbitrators necessary to complete the panel in accordance with the Arbitration Rules. Each arbitrator so appointed shall be deemed accepted by the Parties as part of the panel. (b) The arbitration shall be conducted in the Denver, Colorado Houston metropolitan area at a place and time agreed upon by the Parties with the panel, or if the Parties cannot agree, as designated by the panel. The panel may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration shall be subject to the Federal Arbitration Act and conducted in accordance with the Arbitration Rules to the extent that they do not conflict with this Section 2226. The Parties and the panel may, however, agree to vary to provisions of this Section 22 26 or the matters otherwise governed by the Arbitration Rules. (e) The arbitration hearing shall be held within 60 days after the appointment of the panel. The panel's final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place of arbitration. The panel's final decision or award shall be based on this Agreement and applicable law. (f) The panel's final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party under or in connection with this Agreement. (g) The panel's final decision or award shall be final and binding upon the Parties, and judgment upon that decision or award may be entered in any court having jurisdiction. The Parties waive any right to apply or appeal to any court for relief from the preceding sentence or from any decision of the panel made before the final decision or award. (h) Nothing in this Section 22 26 limits the right of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 2226, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 2226. In addition, nothing in this Section 22 26 prohibits the Parties from resolving any Dispute (in whole or in part) by agreement. The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretion. The costs of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 26 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Dispute.

Mandatory Arbitration. Except as provided in subsection (h) of this Section 22, any Dispute must be resolved by binding arbitration in accordance with the following: (a) Either Party may begin arbitration by filing a demand for arbitration in accordance with the Arbitration Rules and concurrently Notifying the other Party of that demand. If the Parties are unable to agree upon a panel of three arbitrators within ten days after the demand for arbitration was filed (and do not agree to an extension of that ten-day period), either Party may request the Denver office of the American Arbitration Association ("“AAA"”) to appoint the arbitrator or arbitrators necessary to complete the panel in accordance with the Arbitration Rules. Each arbitrator so appointed shall be deemed accepted by the Parties as part of the panel. (b) The arbitration shall be conducted in the Denver, Colorado metropolitan area at a place and time agreed upon by the Parties with the panel, or if the Parties cannot agree, as designated by the panel. The panel may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's ’s showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration shall be subject to the Federal Arbitration Act and conducted in accordance with the Arbitration Rules to the extent that they do not conflict with this Section 22. The Parties and the panel may, however, agree to vary to the provisions of this Section 22 or the matters otherwise governed by the Arbitration Rules. (e) The arbitration hearing shall be held within 60 days after the appointment of the panel. The panel's ’s final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place of arbitration. The panel's ’s final decision or award shall be based on this Agreement and applicable law. (f) The panel's ’s final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party under or in connection with this Agreement. (g) The panel's ’s final decision or award shall be final and binding upon the Parties, and judgment upon that decision or award may be entered in any court having jurisdiction. The Parties waive any right to apply or appeal to any court for relief from the preceding sentence or from any decision of the panel made before the final decision or award. (h) Nothing in this Section 22 limits the right of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 22, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 22. In addition, nothing in this Section 22 prohibits the Parties from resolving any Dispute (in whole or in part) by agreement. The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award of reasonable attorneys' ’ fees incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretion. The costs of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Dispute.

Mandatory Arbitration. Except as provided in subsection (h) of this Section 2212, any Dispute dispute must be resolved by binding arbitration in accordance with the following: (a) Either Party may begin arbitration by filing a demand for arbitration in accordance with the Rules for Commercial Arbitration Rules of the American Arbitration Association (as in effect at the time of arbitration of a dispute, the “Arbitration Rules”) and concurrently Notifying notifying the other Party of that demand. If the Parties are unable to agree upon a panel of three arbitrators within ten days after the demand for arbitration was filed (and do not agree to an extension of that ten-day period), either Party may request the Denver office of the American Arbitration Association ("“AAA"”) to appoint the arbitrator or arbitrators necessary to complete the panel in accordance with the Arbitration Rules. Each arbitrator so appointed shall be deemed accepted by the Parties as part of the panel. (b) The arbitration shall be conducted in the Denver, Colorado metropolitan area at a place and time agreed upon by the Parties with the panel, or if the Parties cannot agree, as designated by the panel. The panel may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's ’s showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute dispute and is not excessive in scope, timing, or cost. (d) The arbitration shall be subject to the Federal Arbitration Act and conducted in accordance with the Arbitration Rules to the extent that they do not conflict with this Section 2212. The Parties and the panel may, however, agree to vary to provisions of this Section 22 12 or the matters otherwise governed by the Arbitration Rules. (e) The arbitration hearing shall be held within 60 days after the appointment of the panel. The panel's ’s final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place of arbitration. The panel's ’s final decision or award shall be based on this Agreement and applicable law. (f) The panel's ’s final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party under or in connection with this Agreement. (g) The panel's ’s final decision or award shall be final and binding upon the Parties, and judgment upon that decision or award may be entered in any court having jurisdiction. The Parties waive any right to apply or appeal to any court for relief from the preceding sentence or from any decision of the panel made before the final decision or award. (h) Nothing in this Section 22 12 limits the right of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 2212, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 2212. In addition, nothing in this Section 22 12 prohibits the Parties from resolving any Dispute dispute (in whole or in part) by agreement. . (i) The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award of reasonable attorneys' ’ fees incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretion. The costs of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. . (j) The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. . (k) This Section 22 12 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Disputedispute.

Mandatory Arbitration. Except as In consideration of the Company employing the Executive, and the salary and benefits provided in subsection (h) under this Agreement, the Executive and the Company agree that all claims arising out of or relating to this Section 22Agreement and the Executive’s employment relationship with the Company, any Dispute must including its termination, shall be resolved by binding arbitration in accordance with the following: (a) Either Party may begin arbitration by filing a demand for arbitration Federal Arbitration Act. This Agreement expressly does not prohibit either party from seeking provisional injunctive relief, including to prevent irreparable harm, in any court of competent jurisdiction. Any dispute shall be arbitrated in accordance with the JAMS Employment Arbitration Rules & Procedures (and concurrently Notifying any then-existing applicable emergency relief procedures should either party seek emergency relief prior to the other Party appointment of that demandan arbitrator), located at hxxxx://xxx.xxxxxxx.xxx/xxxxx-employment-arbitration/, unless those rules and/or procedures conflict with any express term of this Agreement, in which case this Agreement is controlling. If A hard copy of the Parties are unable JAMS rules shall be provided to the Executive upon request. All claims must be brought in a party’s individual capacity. Each party shall bear each party’s own attorneys’ fees and legal costs. However, if any party prevails on a statutory claim which affords the prevailing party attorneys’ fees and/or legal costs, the arbitrator may award reasonable attorneys’ fees and/or legal costs to the prevailing party consistent with applicable law. The parties agree upon a panel of three arbitrators within ten days after the to file any demand for arbitration was filed (and do not agree to an extension of that ten-day period), either Party may request within the Denver office of the American Arbitration Association ("AAA") to appoint the arbitrator or arbitrators necessary to complete the panel in accordance with the Arbitration Rules. Each arbitrator so appointed shall be deemed accepted time limit established by the Parties applicable statute of limitations for the asserted claims. Failure to demand arbitration within the prescribed time period shall result in waiver of said claims. The parties agree that the Company’s business affects interstate commerce. The agreement to arbitrate as part of set forth in this Section 13(f) shall not apply to the panel. following claims or charges: (bi) The arbitration shall be conducted in for unfair labor practices brought under the DenverNational Labor Relations Act if applicable; (ii) for workers’ compensation, Colorado metropolitan area at state or federal disability or unemployment compensation benefits; (iii) for benefits under a place and time agreed upon plan that is governed by the Parties with the panelEmployee Retirement Income Security Act of 1974, or if the Parties cannot agree, as designated by the panel. The panel may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration shall be subject to the Federal Arbitration Act and conducted in accordance with the Arbitration Rules to the extent that they do not conflict it contains an alternative dispute resolution procedure; (iv) filed with this Section 22. The Parties and the panel may, however, agree to vary to provisions of this Section 22 or the matters otherwise governed by the Arbitration Rules. (e) The arbitration hearing shall be held within 60 days after the appointment of the panel. The panel's final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place of arbitration. The panel's final decision or award shall be based on this Agreement and applicable law. (f) The panel's final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement Equal Employment Opportunity Commission or any other actual or impending action or omission of a Party under or similar agency, but only during such time such claims are pending in connection with an agency proceeding (any dispute that is covered by this Agreement but not finally resolved by the agency must be submitted to binding arbitration pursuant to this Agreement. ); or (gv) The panel's final decision or award shall be final and binding upon the Parties, and judgment upon that decision or award may be entered which are expressly precluded from inclusion in any court having jurisdictionan arbitration agreement as a matter of federal law. The Parties waive any right agreement to apply or appeal to any court for relief from the preceding sentence or from any decision of the panel made before the final decision or award. (h) Nothing arbitrate as set forth in this Section 22 limits 13(f) shall cover all matters directly or indirectly arising out of or related to the right Executive’s employment, recruitment or termination of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with employment and this Section 22Agreement, (ii) seek provisional or temporary injunctive reliefincluding, in response to an actual or impending but not limited to, claims for breach of contract, claims involving laws against any form of discrimination or wrongful termination, and whether brought under federal or state law, claims involving the Agreement or otherwise so as to avoid an irreparable damage or maintain Cencora Entities and/or other employees, and claims involving the status quo, until a final interpretation and enforcement of this arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 22. In addition, nothing in this Section 22 prohibits the Parties from resolving any Dispute (in whole or in part) by agreement. The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such amountEXECUTIVE UNDERSTANDS AND AGREES THAT BY AGREEING TO THE EXCLUSIVE RESOLUTION OF SUCH CLAIMS THROUGH BINDING ARBITRATION, if anyEXECUTIVE IS WAIVING THE EXECUTIVE’S RIGHTS TO BRING SUCH CLAIMS IN COURT, as determined by the panel in its discretion. The costs of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the DisputeINCLUDING THE RIGHT TO A JURY TRIAL.

Mandatory Arbitration. Except as provided In the event that mediation is not successful in subsection (h) of this Section 22resolving the Covered Dispute, any Dispute it must be resolved by final and binding arbitration administered by JAMS in accordance with the following: (a) Either Party may begin arbitration by filing a demand for arbitration in accordance with the Arbitration its Comprehensive Rules and concurrently Notifying the other Party Procedures, which are available on JAMS’ website at: xxxxx://xxx.xxxxxxx.xxx/rules-comprehensive-arbitration/. Copies of that demandJAMS Rules and Procedures will also be e-mailed to Coaches upon request to xxxxxxx@XXXXXXX.xxx. If the Parties are unable to agree upon a panel of three arbitrators within ten days after the demand for arbitration was filed (and do not agree to an extension of that ten-day period), either Party may request the Denver office of the American The Arbitration Association ("AAA") to appoint the arbitrator or arbitrators necessary to complete the panel in accordance with the Arbitration Rules. Each arbitrator so appointed shall be deemed accepted heard by one (1) arbitrator, selected according to the Parties as part of the panel. (b) The arbitration above JAMS Rules and Procedures, and shall be conducted in the Denvercity in which the Company has its principal place of business, Colorado metropolitan area unless the Company agrees to an alternate venue. Each Party shall be entitled to be represented by an attorney at a place and time agreed upon the Arbitration. Notwithstanding the rules of JAMS, unless otherwise stipulated by the Parties with in writing, the panelfollowing shall apply to all Arbitrations: i. Any arbitration proceeding, decision, or if award rendered hereunder, and the Parties cannot agreevalidity, as designated by the panel. The panel mayeffect, howeverand interpretation of this arbitration provision, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration shall be subject to governed by the Federal Arbitration Act act, 9 U.S.C. § 1. For the avoidance of doubt, the Parties agree and conducted in accordance with intend that all issues of arbitrability, both procedural and substantive, shall be decided by the Arbitration Rules to the extent that they do not conflict with this Section 22arbitrator. ii. The Parties and the panel may, however, agree to vary to provisions of this Section 22 or the matters otherwise governed by the Arbitration Rules. (e) The arbitration hearing shall be held within 60 days after the appointment of the panel. The panel's final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place of arbitration. The panel's final decision or award shall be based on this Agreement and applicable law. (f) The panel's final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party under or in connection with this Agreement. (g) The panel's final decision or award shall be final and binding upon the Parties, and judgment upon that decision or award may be entered in any court having jurisdiction. The Parties waive any right to apply or appeal to any court for relief from the preceding sentence or from any decision of the panel made before the final decision or award. (h) Nothing in this Section 22 limits the right of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 22, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 22. In addition, nothing in this Section 22 prohibits the Parties from resolving any Dispute (in whole or in part) by agreement. The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such amount, if any, as determined all discovery rights permitted by the panel in its discretion. The costs of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable lawthe arbitrator shall have the authority to resolve all discovery disputes. iii. The Parties shall be entitled to bring dispositive motions under Rules 12 and/or 56 of the Federal Rules of Civil Procedure. iv. The arbitration hearing shall commence no later than 365 days from the date on which the arbitrator is appointed, and shall last no more than five (5) business days. v. The arbitrator’s award will be issued as soon as practicable after the conclusion of the Arbitration, but in any event, within 30 (thirty) days of the conclusion of the Arbitration, and the award shall consist of a written statement stating the disposition of each claim. The award will also provide a concise written statement of the essential findings and conclusions on which the award is based. vi. All costs and fees of the Arbitration shall be borne equally by the Parties, including any costs or fees that are due and payable prior to the issuing of the award, except that the initiating Party shall be responsible for filing fees. Each party agrees Party shall be solely responsible for its own expenses, including but not limited to, attorneys’ fees, expert, professional and witness fees. vii. The arbitrator shall have the authority to keep all Disputes award either Party any remedy, at law or in equity, that the Party would otherwise have been entitled to had the matter been litigated in court, including but not limited to, compensatory damages, declaratory judgments, specific performance, injunctive and arbitration proceedings strictly confidential except for disclosure other equitable relief (including attorneys fees’ and costs), but subject to the Damages Waiver set forth in Section 5(d) below. viii. An award may be enforced in a court of information required by applicable law which cannot be waived. This competent jurisdiction, subject to Section 22 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Dispute5(c) below.

Mandatory Arbitration. Except as provided in subsection (h) Purchaser and Avast Pest Control LLC agree that any claim, dispute or controversy between them or against the other or the employees, agents or assigns of the other, and any claim arising from or relating to this Agreement or the relationships which result from this agreement, no matter against whom made, including the applicability of this Section 22arbitration clause and the validity of the entire agreement, any Dispute must shall be resolved by neutral binding arbitration by the National Arbitration Forum or any otherwise mutually agreeable arbitrator, under the Code of Procedure of the National Arbitration Forum in accordance with effect at the following: (a) Either Party may begin time the claim is filed. Any arbitration by filing hearing at which you appear will take place at a demand for arbitration in accordance with the Arbitration location near your residence. Rules and concurrently Notifying the other Party of that demand. If the Parties are unable to agree upon a panel of three arbitrators within ten days after the demand for arbitration was filed (and do not agree to an extension of that ten-day period), either Party may request the Denver office forms of the American National Arbitration Association ("AAA") to appoint the arbitrator Forum may be obtained and all claims shall be filed at any National Arbitration office, xxx.xxx-xxxxx.xxx or arbitrators necessary to complete the panel in accordance with the Arbitration Rulesby calling 1-800- 000-0000. Each arbitrator so appointed party shall be deemed accepted by responsible for paying its own fees, costs and expenses and the Parties as part of the panel. (b) The arbitration shall be conducted in the Denver, Colorado metropolitan area at a place and time agreed upon by the Parties with the panel, or if the Parties cannot agree, fees as designated by the panelCode of Procedure. The panel may, however, call and conduct hearings and meetings at such other places as decision of the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration arbitrator shall be subject to the Federal Arbitration Act a final and conducted in accordance with the Arbitration Rules to the extent that they do not conflict with this Section 22. The Parties and the panel may, however, agree to vary to provisions of this Section 22 or the matters otherwise governed by the Arbitration Rules. (e) The arbitration hearing shall be held within 60 days after the appointment binding resolution of the paneldisagreement that may be entered as a judgment by a court of competent jurisdiction. The panel's final decision or award shall be This arbitration agreement is made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panelpursuant to a transaction involving interstate commerce, and shall be deemed issued at governed by the place Federal Arbitration Act, 9 U.S.C. Sections 1-16. Each party consents to the personal jurisdiction and venue of arbitrationthe courts in which the property is located. The panel's final decision or award shall be based on this Agreement and applicable law. (f) The panel's final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party under or in connection with this Agreement. (g) The panel's final decision or award shall be final and binding Judgement upon the Parties, and judgment upon that decision or award may be entered in any court having jurisdiction. The Parties waive any right to apply or appeal Neither party shall sue the other party with respect to any court matter in dispute between the parties other than for relief from the preceding sentence enforcement of this arbitration provision or from any decision of the panel made before arbitrator’s decision and a party violating this provision shall pay the final decision or award. (h) Nothing in this Section 22 limits the right of either Party other party’s costs, including but not limited to apply attorney’s fees, with respect to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 22, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 22. In addition, nothing in this Section 22 prohibits the Parties from resolving any Dispute (in whole or in part) by agreement. The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in suit and the arbitration proceeding may be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretionshall so provide. The costs of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the DisputeTHE PARTIES UNDERSTAND THAT THEY WOULD HAVE HAD A RIGHT OR OPPORTUNITY TO LITIGATE DISPUTES THROUGH A COURT AND TO HAVE A JUDGE OR JURY DECIDE THEIR CASE BUT THEY CHOOSE TO HAVE ANY DISPUTES DECIDED THROUGH ARBITRATION.

Mandatory Arbitration. Except Any and all disputes by and among any of the parties that arise from or relate to this Agreement shall be resolved through final and binding arbitration which shall be instead of any civil litigation, except to the extent specifically set forth in Section 13.E. below. Each of the parties hereby waives their respective right to a jury trial as provided in subsection (h) to such disputes, and understands and agrees that the arbitrator’s decision shall be final and binding to the fullest extent permitted by law and enforceable by any court having jurisdiction thereof. The provisions of this Section 2213 shall replace and supersede the provisions of Section 5 of the Confidential Information Agreement in its entirety. A. Arbitration shall be conducted in Dallas, any Dispute must be resolved by binding arbitration Texas, in accordance with the following: (a) Either Party may begin arbitration by filing a demand National Rules for arbitration in accordance with the Arbitration Rules and concurrently Notifying the other Party Resolution of that demand. If the Parties are unable to agree upon a panel of three arbitrators within ten days after the demand for arbitration was filed (and do not agree to an extension of that ten-day period), either Party may request the Denver office Employment Disputes of the American Arbitration Association ("AAA"“AAA Rules”) then in effect and to appoint the extent consistent with applicable law, although the arbitrator or arbitrators necessary may be selected by mutual agreement of the parties and need not be a panel member of the American Arbitration Association. It is the parties’ intent that, prior to complete initiating arbitration proceedings, the panel parties shall mediate their dispute with one another in accordance a good faith attempt to avoid the necessity of resolving their disputes through arbitration proceedings. B. The arbitrator shall allow the discovery authorized and/or required by applicable law in arbitration proceedings, including but not limited to discovery available under applicable State and/or federal arbitration statutes, including the Federal Arbitration Act. C. The arbitrator shall issue a written award that sets forth the essential findings of fact and conclusions of law on which the award is based. The arbitrator shall have the authority to award any relief authorized by applicable law in connection with the Arbitration Rulesasserted claims or disputes. Each arbitrator so appointed The arbitrator’s award shall be deemed accepted subject to correction, confirmation, or vacation, as provided by any applicable law setting forth the standard of judicial review of arbitration awards. D. Each party to the arbitration shall bear their own respective attorneys’ fees and costs incurred in connection with the arbitration; and the parties shall share equally the arbitrator’s fees, unless law applicable at the time of the arbitration hearing requires otherwise. The arbitrator shall award attorneys’ fees and costs of arbitration to the prevailing party. If there is a dispute as to which of the Parties is the prevailing party in the arbitration, the Arbitrator will decide this issue. E. Any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of Sections 2 and 4 of the Confidential Information Agreement may, at the election of the Company in its sole discretion, be brought in any state or federal court of competent jurisdiction. In connection therewith, Executive acknowledges that his breach of or other failure to comply with any provision of the foregoing Sections would cause irreparable harm to the Company for which there is no adequate remedy at law, and that in the event of such breach or failure the Company shall have, in addition to any and all remedies at law, the right to an injunction, specific performance, or other equitable relief to prevent the violation of his obligations thereunder. F. To the extent that any of the AAA Rules or anything in this Section 13 conflicts with any arbitration procedures required by applicable law, the arbitration procedures required by applicable law shall govern. In the event Executive is a registered representative under the rules of the Financial Industry Regulatory Authority (“FINRA”), then notwithstanding anything to the contrary in this Section, if required by the Parties as part rules of FINRA, the panel. (b) The arbitration shall be conducted in the Denver, Colorado metropolitan area at a place and time agreed upon by the Parties with the panel, or if the Parties cannot agree, as designated by the panel. The panel may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration shall be subject to the Federal Arbitration Act and conducted in accordance with the Arbitration Rules rules and procedures of FINRA, the Company’s Employee Handbook and other Company documentation (each of which contain policies and procedures relating to the extent that they do not conflict with this Section 22. The Parties and the panel may, however, agree to vary to provisions of this Section 22 or the matters otherwise governed by the Arbitration RulesFINRA arbitration). (e) The arbitration hearing shall be held within 60 days after the appointment of the panel. The panel's final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued at the place of arbitration. The panel's final decision or award shall be based on this Agreement and applicable law. (f) The panel's final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party under or in connection with this Agreement. (g) The panel's final decision or award shall be final and binding upon the Parties, and judgment upon that decision or award may be entered in any court having jurisdiction. The Parties waive any right to apply or appeal to any court for relief from the preceding sentence or from any decision of the panel made before the final decision or award. (h) Nothing in this Section 22 limits the right of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 22, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 22. In addition, nothing in this Section 22 prohibits the Parties from resolving any Dispute (in whole or in part) by agreement. The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretion. The costs of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Dispute.

Mandatory Arbitration. Except as provided (A) If any dispute or disagreement between the parties involving damages and claims of less cannot be resolved to the satisfaction of the parties within twenty (20) days after either party has notified the other in subsection writing of the need to resolve such dispute or disagreement, then such dispute or disagreement shall be immediately referred in writing to an Executive Officer of each party for (hB) All disputes relating to or arising out of this Section 22, any Dispute must Agreement shall be resolved by compulsory, mandatory, exclusive and binding arbitration conducted in accordance with an arbitrator or arbitration panel under a set of arbitration rules as may be mutually agreed upon by the parties, but if the parties do not agree on the foregoing within thirty (30) days of the notice of dispute, in accordance with the following: (a) Either Party may begin arbitration by filing a demand for arbitration in accordance with the then prevailing Commercial Arbitration Rules and concurrently Notifying of the other Party of that demand. If American Arbitration Association by one (1) arbitrator selected according to the Parties are unable to agree upon a panel of three arbitrators within ten days after the demand for arbitration was filed (and do not agree to an extension of that ten-day period), either Party may request the Denver office Rules of the American Arbitration Association ("AAA") to appoint the “Arbitrator”). In any event, the arbitrator will be a lawyer available from the pool of otherwise qualified disinterested arbitrators, who has experience or arbitrators necessary to complete significant familiarity in two (2) or more of the panel following areas: (i) business processes within life insurance companies; (ii) the regulation of the type of insurance which is the subject of the dispute, in particular; and (iii) information technology transactions and intellectual property rights in the financial services industry. Decisions of the Arbitrator in accordance with the Arbitration Rules. Each arbitrator so appointed this Section shall be deemed accepted by final and binding on the Parties as part parties hereto. The Arbitrator shall render a judgment of the panel. (b) The default against any party who fails to appear at a properly noticed arbitration proceeding. Such arbitration shall be conducted in a location acceptable to all parties. Each party shall bear its own costs incurred in connection with such arbitration and shall share equally in the Denverarbitration/Arbitrator’s fee, Colorado metropolitan area at a place until and time agreed upon by unless the Parties Arbitrator decides otherwise in accordance with the panel, or if the Parties cannot agree, as designated by the panel. The panel may, however, call and conduct hearings and meetings at such other places as the Parties may agree or as the panel may, on the motion of one Party, determine to be necessary to obtain significant testimony or evidencethis Section. (cC) The panel may authorize any and For all forms of discovery upon matters decided by the Arbitrator, the Arbitrator shall make a Party's showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration shall be subject decision having regard to the Federal Arbitration Act intentions of the parties, the terms of this Agreement, and conducted in accordance with the Arbitration Rules to the extent that they do not conflict with necessary to resolve any ambiguities in this Section 22Agreement, custom and usage of the industry of all parties. The Parties and the panel may, however, agree to vary to provisions of this Section 22 or the matters otherwise governed by the Arbitration Rules. (e) The arbitration hearing Such decisions shall be held within 60 days after the appointment of the panel. The panel's final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, in writing and shall be deemed issued at state the place findings of arbitration. The panel's final fact and conclusions of law upon which the decision or award shall be based on this Agreement and applicable law. is based, provided that such decision may not: (fi) The panel's final decision or award may include injunctive relief in response to any actual or impending breach a suspension of this Agreement or any other actual provisions hereof; or impending action (ii) render a decision which, if reached by a trial court, would be vacated, modified or omission of a Party under corrected in whole or in connection with this Agreement. (g) part under the standard of review used by appellate courts reviewing a trial court decision. The panel's final decision shall be based exclusively upon the evidence presented by the parties at a hearing in which evidence shall be allowed. Said decision shall be subject to review by appropriate courts of competent jurisdiction under the standard of review used by appellate courts reviewing a trial court decision. If the decision is not vacated, modified, or award corrected in whole or in part upon an appeal, such decision shall be final and binding upon all parties to the Parties, proceeding and judgment upon that decision or award may be entered by either party in any court having jurisdiction. The Parties waive any right to apply or appeal to any court for relief from the preceding sentence or from any decision of the panel made before the final decision or award. (h) Nothing in this Section 22 limits the right of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 22, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 22. In addition, nothing in this Section 22 prohibits the Parties from resolving any Dispute (in whole or in part) by agreement. The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretion. The costs of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Dispute.

Mandatory Arbitration. Except as provided in subsection (h) of this Section 22, any Dispute must be resolved by binding arbitration in accordance with the following: (a) Either Party may begin arbitration by filing a demand for arbitration Subject to the provisions contained in accordance with the Arbitration Rules and concurrently Notifying the other Party of that demand. If Section 1.01 hereof, if the Parties are unable to agree resolve a Dispute during the Negotiation Period (or to any extension thereof that may be agreed upon a panel of three arbitrators within ten days after by the demand for arbitration was filed (and do not agree to an extension of that ten-day periodParties in writing), either Party may request then and upon expiration of such period, the Denver office of Dispute shall be finally and exclusively resolved by binding arbitration administered by the American Arbitration Association Association’s International Centre for Dispute Resolution ("AAA"“ICDR”) to appoint under the arbitrator or arbitrators necessary to complete the panel in accordance with the Arbitration ICDR’s International Dispute Resolution Procedures (English) (“ICDR Rules. Each arbitrator so appointed shall be deemed accepted by the Parties as part of the panel”). (b) The In addition to the ICDR Rules, or in supplementation or as an exception thereto, as the case may be, the following rules and procedures shall govern any arbitration of a Dispute conducted hereunder: (1) Unless otherwise agreed by the parties to the Dispute, the place of the arbitration shall be ___________________ and the arbitration shall be conducted in the Denver, Colorado metropolitan area at a place and time English language. (2) Unless otherwise agreed upon by the Parties with parties to the panelDispute, the arbitration shall be conducted by a three (3) arbitrators (the “Arbitral Tribunal”). One arbitrator shall be nominated by the claimant(s) and the second arbitrator shall be nominated by the respondent(s). The two nominated arbitrators shall then jointly nominate the third arbitrator, who shall act as chairman of the Arbitral Tribunal and shall be a licensed to practice law in ___________ and shall have expertise in the matters involved in the Dispute. If the claimant(s) or the respondent(s) fails to nominate an arbitrator to the Arbitral Tribunal within thirty (30) calendar days after the date on which a Notice of Arbitration has been received by the ICDR to commence the arbitration under the ICDR Rules (the “Arbitration Commencement Date”), or if the Parties cannot agree, as designated two arbitrators nominated by the panel. The panel mayclaimant(s) and respondent(s), howeverrespectively, call and conduct hearings and meetings at such other places fail to designate the third arbitrator to the Arbitral Tribunal within thirty (30) calendar days after the Arbitration Commencement Date, the ICDR shall appoint any arbitrator or arbitrators required to complete the Arbitral Tribunal, including the third arbitrator that is to act as the Parties may agree chairman of the Arbitral Tribunal. (3) The appointing authority shall be the ICDR. (4) No arbitrator selected or as appointed to the panel may, on Arbitral Tribunal shall be older than seventy (70) years of age at the motion time of one Party, determine to be necessary to obtain significant testimony or evidencehis/her appointment. (c) The panel may authorize any and all forms of discovery upon a Party's showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration shall be subject to the Federal Arbitration Act and conducted in accordance with the Arbitration Rules to the extent that they do not conflict with this Section 22. The Parties and the panel may, however, agree to vary to provisions of this Section 22 or the matters otherwise governed by the Arbitration Rules. (e) The arbitration hearing shall be held within 60 days after the appointment of the panel. The panel's final decision or award of the arbitrator(s) shall be made within 30 days after in writing and shall state its detailed reasoning for the hearingaward. That final Discovery of evidence shall be conducted expeditiously by the Parties, bearing in mind the Parties’ desire to limit discovery and to expedite the decision or award shall be made by unanimous or majority vote or consent of the arbitrators constituting the panel, and shall be deemed issued arbitrator(s) at the place most reasonable cost and expense of arbitration. The panel's final decision or award shall be based on this Agreement and applicable law. (f) The panel's final decision or award may include injunctive relief in response to any actual or impending breach of this Agreement or any other actual or impending action or omission of a Party under or in connection with this Agreement. (g) The panel's final decision or award shall be final and binding upon the Parties, and judgment . Judgment upon that decision or an award rendered pursuant to such arbitration may be entered in any court having jurisdiction. The Parties waive jurisdiction or application may be made to such court for a judicial confirmation of the award and/or an order of enforcement, as the case may be. (d) Any decision or award of the Arbitral Tribunal (including any assessment of the costs and expenses of the arbitration) shall be final, conclusive and binding on the Parties, and any right to apply of application or appeal to the U.S. courts or to the courts in any court for relief from the preceding sentence other jurisdiction in connection with any question of law or from any decision of the panel made before the final decision or award. (h) Nothing in this Section 22 limits the right of either Party to apply to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 22, (ii) seek provisional or temporary injunctive relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 22. In addition, nothing in this Section 22 prohibits the Parties from resolving any Dispute (in whole or in part) by agreement. The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party fact arising in the arbitration proceeding may be entitled to an award of reasonable attorneys' fees incurred or in connection with the arbitration in such amount, if any, as determined any award or decision made by the panel in its discretion. The costs of Arbitral Tribunal or the arbitration arbitrator(s) shall, so far as lawfully possible, is and shall be borne equally by the Parties unless otherwise determined by the panel in its award. The panel shall waived and excluded (except as may be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions enforce such award or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Disputedecision).

Mandatory Arbitration. Except as to the extent expressly otherwise --------------------- provided in subsection (h) of this Section 22Agreement, any Dispute must controversy or claim between or among the parties arising out of or relating to this Agreement or any agreements or instruments relating hereto or delivered in connection herewith and any claim based on or arising from an alleged tort related to this Agreement, shall at the request of either party be resolved determined by binding arbitration. The arbitration shall be conducted in accordance with the following: United States Arbitration Act (a9 U.S.C. (S)(S) Either Party may begin arbitration by filing a demand for arbitration 1-16), notwithstanding any choice of law provision in accordance with this Agreement, and under the auspices and Commercial Arbitration Rules and concurrently Notifying the other Party of that demand. If the Parties are unable to agree upon a panel of three arbitrators within ten days after the demand for arbitration was filed (and do not agree to an extension of that ten-day period), either Party may request the Denver office of the American Arbitration Association (the "AAA") to appoint the arbitrator or arbitrators necessary to complete the panel then in accordance with the Arbitration Ruleseffect except where modified in this Agreement. Each arbitrator so appointed shall be deemed accepted by the Parties as part of the panel. (b) The arbitration shall be conducted held in the Denvercity selected by mutual agreement of the parties, Colorado metropolitan area at a place and time agreed upon by the Parties with the panelor, or if the Parties parties cannot agree, as designated by the panelAAA. The panel maymatter will be resolved by a sole arbitrator selected by mutual agreement of the parties, or, if the parties cannot agree, by the AAA; however, call if the dispute exceeds an amount of $3,000,000, it will be resolved by three independent and conduct hearings and meetings at such other places as impartial arbitrators (none of whom shall be appointed by either party). If the Parties may agree or as the panel may, on the motion of one Party, determine matter is to be necessary resolved by a sole arbitrator, she/he must be licensed to obtain significant testimony or evidence. (c) The panel may authorize any and all forms of discovery upon a Party's showing of need that the requested discovery is likely to lead to material evidence needed to resolve the Dispute and is not excessive in scope, timing, or cost. (d) The arbitration shall be subject to the Federal Arbitration Act and conducted in accordance with the Arbitration Rules to the extent that they do not conflict with this Section 22. The Parties and the panel may, however, agree to vary to provisions of this Section 22 or the matters otherwise governed practice law by the Arbitration Rules. (e) The arbitration hearing shall State of California. If the matter is to be held within 60 days after the appointment of the panel. The panel's final decision or award shall be made within 30 days after the hearing. That final decision or award shall be made resolved by unanimous or majority vote or consent three arbitrators, at lease one of the arbitrators constituting must be an attorney so licensed. The arbitrators are empowered to award all damages otherwise available under the panelterms of this Agreement, except punitive damages and each party hereby irrevocably waives any right to punitive damages. Each party may make a one-time request for documents and depositions. If disputes arise concerning these requests, the arbitrators shall have sole and complete discretion to determine the disputes. In resolving the dispute and determining awards, the arbitrators shall give effect to the applicable law. The arbitrators shall give effect to statutes of limitation in determining any claim, and any controversy concerning whether an issue is arbitrable shall be deemed issued determined by the arbitrators. The arbitrators shall deliver a written opinion setting forth findings of fact and the rationale for the decision for any claim involving in excess of $500,000. The arbitrators shall reconsider the decision once upon the motion and at the place expense of arbitrationthe moving party. The panel's final decision or award shall be based on this Agreement and applicable law. (f) The panel's final decision or award may include injunctive relief in response to any actual or impending breach section of this Agreement or any other actual or impending action or omission of a Party under or in connection with this Agreement. (g) The panel's final decision or award titled Confidentiality shall be final apply --------------- to the arbitration proceeding, all evidence taken and binding the opinion. Judgment upon the Parties, and judgment upon that decision or award rendered by the arbitrator may be entered in any court having jurisdiction. The Parties waive any right to apply institution and maintenance of an action for judicial relief or appeal to any court for relief from the preceding sentence pursuit of a provisional or from any decision ancillary remedy shall not constitute a waiver of the panel made before the final decision or award. (h) Nothing in this Section 22 limits the right of either Party any party, including the plaintiff, to apply submit the controversy or claim to a court having jurisdiction to (i) enforce the agreement to arbitrate in accordance with this Section 22, (ii) seek provisional or temporary injunctive arbitration if any other party contests such action for judicial relief, in response to an actual or impending breach of the Agreement or otherwise so as to avoid an irreparable damage or maintain the status quo, until a final arbitration decision or award is rendered or the Dispute is otherwise resolved, or (iii) challenge or vacate any final arbitration decision or award that does not comply with this Section 22. In addition, nothing in this Section 22 prohibits the Parties from resolving any Dispute (in whole or in part) by agreement. The panel may proceed to an award notwithstanding the failure of any Party to participate in such proceedings. The prevailing Party in the arbitration proceeding may be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such amount, if any, as determined by the panel in its discretion. The costs of the arbitration shall be borne equally by the Parties unless otherwise determined by the panel in its award. The panel shall be empowered to impose sanctions and to take such other actions as it deems necessary to the same extent a judge could impose sanctions or take such other actions pursuant to the Federal Rules of Civil Procedure and applicable law. Each party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by applicable law which cannot be waived. This Section 22 shall not preclude the Parties at any time from mutually agreeing to pursue non-binding mediation of the Dispute.