Termination for Material Breach. If either Party materially breaches this Agreement at any time, the non-breaching Party shall have the right to terminate this Agreement by written notice to the breaching Party, if such material breach is not cured within thirty (30) days after written notice is given for a payment breach, and sixty (60) days in the case of any other breach, by the non-breaching Party to the breaching Party specifying the material breach. The foregoing notwithstanding, if such breach is cured or remedied or shown to be non-existent within the aforesaid thirty (30) or sixty (60) day period, as applicable, the notice shall be automatically withdrawn and of no effect.

Disputes. Any controversy or claim arising out of or relating to this Agreement or the breach thereof or otherwise arising out of the Executive’s employment or the termination of that employment (including, without limitation, any claims of unlawful employment discrimination whether based on age or otherwise) shall, to the fullest extent permitted by law, be settled by mediation or arbitration in any forum and form agreed upon by the parties or, in the absence of such an agreement, under the auspices of the American Arbitration Association (“AAA”) in Knoxville, Tennessee, in accordance with the Employment Dispute Resolution Rules of the AAA, including, but not limited to, the rules and procedures applicable to the selection of arbitrators. In the event that any person or entity other than the Executive or the Company may be a party with regard to any such controversy or claim, such controversy or claim shall be submitted to arbitration subject to such other person or entity’s agreement. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This Section 9 shall be specifically enforceable. Notwithstanding the foregoing, this Section 9 shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Section 9.

Disputes. Except as provided in Section 8(d) below, the Company and Advisor agree that any dispute or controversy arising out of, relating to or in connection with the interpretation, validity, construction, performance, breach or termination of this Agreement shall be settled by binding arbitration to be held in Santa Clara County, California, in accordance with the Commercial Arbitration Rules, supplemented by the Supplemental Procedures for Large Complex Disputes, of the American Arbitration Association as then in effect (the “Rules”). The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court of competent jurisdiction.

Disputes. Any dispute, controversy or claim for damages arising in connection with this agreement shall be settled exclusively by arbitration in Kansas City, Missouri, at a location designated by USPB by an arbitrator selected by the parties and in accordance with the rules of the American Arbitration Association then in effect. The parties shall share equally the expenses of arbitration, unless otherwise agreed.

Disputes. Any question concerning the interpretation of or performance by the Company or Awardee under this Agreement, including, but not limited to, the Units, their vesting, settlement or forfeiture, or the issuance or delivery of Shares upon settlement, or any other dispute or controversy that may arise in connection herewith or therewith, shall be determined by the Company in its sole and absolute discretion; provided, however, that, following a Change in Control, any determinations by the Company or a successor entity with respect to the existence or not of Injurious Conduct, Cause or Good Reason, or any other post-Change in Control determination that would effect a forfeiture of all or a portion of the Units, must be objectively reasonable. Notwithstanding the foregoing, the Parties acknowledge that any litigation shall be resolved as described in [Section 18(e)] below.

Disputes. In the event of disagreement or dispute between the Parties arising out of or connected with this

Billing Disputes. If # ​ and the ​ believe that all or any portion of an invoice is not payable under this Agreement, or # ​ and the ​ otherwise determine that ​ and the ​ have been charged Fees or Seller Expenses not due under or otherwise in breach of the terms of this Agreement, ​ and the ​ shall, within thirty (30) days following receipt of such invoice or discovery of such failure or breach, as applicable, pay the portion of such invoice that ​ and the ​ do not dispute and give written notice to Seller of the disputed amount (a “Disputed Amount”) and the basis on which ​ disputes such Disputed Amount. If all or any portion of the Disputed Amount is determined to have been due to Seller, then ​ and the ​ shall pay to Seller the amount so due together with interest thereon at the Applicable Rate. If all or any portion of amounts paid by Seller are determined to have been overpaid by ​, then Seller shall refund to ​ and the ​ the amount overpaid by ​ and the ​, together with interest on such amount at the Applicable Rate. Each Party shall bear its own costs and expenses associated with the resolution of any dispute.

Fee Disputes. If there is any disagreement concerning the fee charged hereunder, the parties agree to submit that disagreement to binding arbitration with the Fee Arbitration Committee of the State Bar of Arizona. The parties agree that the laws of the State of Arizona will be applied in the event of any fee dispute.

Disputes Resolution. Disputes of any nature arising under, relating to, or in connection with this Agreement (“Disputes”) will be resolved pursuant to the dispute resolution mechanism set forth in [Section 8.1] of the License Agreement.

Section #: Disputes Regarding Quantity or Quality of HSFO, Diesel, and ULSD.