Dispute Resolution. Any controversy, dispute, or claim arising out of, in connection with, or in relation to the interpretation, performance or breach of this Agreement or any agreement or other instrument executed pursuant hereto or otherwise arising out of the execution of any of the foregoing, including any claim based on contract, tort, or statute, shall be resolved or determined, at the request of any Party, by arbitration conducted in New York City by a panel of three (3) arbitrators, in accordance with then-existing Rules for Commercial Arbitration of the American Arbitration Association. Any applicable rule of arbitration thereunder will be liberally interpreted to allow for the maximum discovery possible. Each Party to such arbitration shall select one (1) arbitrator and the two (2) arbitrators selected shall designate a third neutral arbitrator. Any judgment or award rendered by the arbitrators will be final, binding and non-appealable, and judgment may be entered by any state or Federal court having jurisdiction thereof. The arbitrators shall be required to decide the controversy in accordance with applicable substantive law. Any controversy concerning whether a dispute is an arbitrable dispute or as to the interpretation or enforceability of this [Section 12.2] shall be determined by the arbitrators. The arbitrators must have substantial professional experience with regard to transactions of the type contemplated by this Agreement. All arbitration proceedings shall be held in the strictest of confidence and all Parties and counsel shall be bound by such requirement of confidentiality. The Parties intend that this agreement to arbitrate be valid, enforceable and irrevocable. The designation of a situs or a governing law for this Agreement or the arbitration shall not be deemed an election to preclude application of the Federal Arbitration Act, if it would be applicable. In the arbitrators’ award, the arbitrators shall allocate, in their discretion, among the parties to the arbitration all costs of arbitration, including the fees of the arbitrators and reasonable attorney’s fees, costs and expert witness expenses of the Parties. Notwithstanding the foregoing, any Party shall have the right to seek injunctive or other equitable relief in a court of competent jurisdiction to enforce its rights or otherwise to seek remedial actions for violations of this Agreement.

Governing Law; Arbitration. This Agreement is governed by and shall be construed in accordance with the laws of the state of New York without giving effect to any conflict of law principles. Without prejudice to [Section E.7.b], any dispute arising or claim arising out of, in connection with, or in relationrelating to the interpretation, performancethis Agreement, or breach of this Agreement or any agreement or other instrument executed pursuant hereto orthereof, which cannot otherwise arising out of the execution of any of the foregoing, including any claim based on contract, tort, or statute,be resolved as provided above shall be resolved or determined, at the request of any Party, by binding arbitration conducted in New York Cityaccordance with the commercial arbitration rules of the American Arbitration Association (the “Arbitrator”) (or, major international arbitration institution agreed by the Parties) and judgement upon the award rendered by the arbitration may be entered in any court of competent jurisdiction. The arbitration shall be conducted by a single arbitrator appointed in accordance with such rules; provided, however, that if either Party requests the arbitration to be conducted by a panel of three (3) arbitrators, one will be appointed by each Party and the third will be appointed in accordance with then-existing Rules for Commercial Arbitrationsuch rules. The place of arbitration shall be New York, New York, United States of America, unless the Parties shall have agreed to another location within fifteen (15) calendar days from the first referral of the American Arbitration Association. Any applicable rule of arbitration thereunder will be liberally interpreteddispute to allow for the maximum discovery possible. Each Party to such arbitration shall select one (1) arbitrator and the two (2) arbitrators selected shall designate a third neutral arbitrator. Any judgmentArbitrator. The decision or award renderedmade by the arbitrators will be final, binding and non-appealable, and judgment may be entered by any statearbitrator or Federal court having jurisdiction thereof. The arbitrators shall be requiredwritten, final and binding, and the Parties waive any right to decideappeal the controversy in accordance with applicable substantive law. Any controversy concerning whether a dispute is an arbitrable dispute or asarbitral award, to the interpretation or enforceability of this [Section 12.2] shallextent a right to appeal may be determined by the arbitrators.lawfully waived. The arbitrators must have substantial professional experience with regard to transactions of the type contemplated by this Agreement. All arbitration proceedings shall be held in the strictest of confidence and all Parties and counsel shall be bound by such requirement of confidentiality. The Parties intend that this agreement to arbitrate be valid, enforceable and irrevocable. The designation of a situs or a governing law for this Agreement or the arbitration shall not be deemed an election to preclude application of the Federal Arbitration Act, if it would be applicable. In the arbitrators’ award, the arbitrators shall allocate, in their discretion, among the parties to the arbitration all costs of any arbitration, including theadministrative fees and fees of the arbitrators and reasonable attorney’arbitrator or arbitrators, shall be shared equally by the Parties, unless otherwise specified by the arbitrator or arbitrators. If the Party initiating the arbitration is determined in the arbitral award to have lost the Dispute, such Party shall pay the other Party’s fees, costsattorneys’ and expert witness expenses of the Parties. Notwithstanding the foregoing, anyfees. Otherwise, each Party shall havebear the cost of its own attorneys’ and expert fees. Each Party retains the right to seek injunctive or other equitable relief in a court of competent jurisdictionjudicial assistance: # to compel arbitration; and # to enforce its rightsany decision of the arbitrator, including the final award. The arbitration proceedings contemplated by this [Section C.7.j] shall be as confidential and private as permitted by law. To that end, the Parties shall not disclose the existence, content or otherwise to seek remedial actions for violationsresults of this Agreement.

Section # Governing Law; Dispute Resolution. Any controversy, dispute,Resolution; Jurisdiction. This Agreement shall be interpreted, construed, performed and enforced in accordance with the Laws of the State of New York without giving effect to its principles or claim arisingrules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction. In the event any dispute arises among the parties hereto out of, in connection with,of or in relation to this Agreement, including any dispute regarding its breach, termination or validity, the interpretation, performance or breachparties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the following provisions of this Agreement or any agreement or other instrument executed pursuant hereto or otherwise arising out[Section 6.7]. The arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre (“HKIAC”) Administered Rules in force when a notice of arbitration is submitted. The seat and venue of the execution of anyarbitration shall be Hong Kong and the language of the foregoing, including any claim based on contract, tort, or statute,arbitration shall be resolvedEnglish. There shall be three arbitrators. One arbitrator shall be nominated by the claimant(s) and one arbitrator shall be nominated by the respondent(s). If either the claimant(s) or determined, atrespondent(s) shall abstain from nominating their arbitrator, the HKIAC shall appoint such arbitrator. The two arbitrators so chosen shall select a third arbitrator; provided that if such two arbitrators shall fail to choose a third arbitrator within thirty (30) days after such two arbitrators have been selected, the HKIAC, upon the request of any Party,party, shall appoint a third arbitrator. The third arbitrator shall be the presiding arbitrator. The parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it shall not be disclosed beyond the tribunal, the parties, their legal and professional advisers, and any Person necessary for the conduct of the arbitration, unless otherwise required by Law or the parties hereto otherwise agree in writing. The parties agree that all documents and evidence submitted in the arbitration conducted(including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless otherwise required by Law or the parties hereto otherwise agree in New York City by a panelwriting. Upon and after the submission of three (3) arbitrators,any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this Agreement, except insofar as the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered in accordance with then-existing Rules for Commercial Arbitrationthe provisions of the American Arbitration Association. Any applicable rule of arbitration thereunder willthis [Section 6.7] shall be liberally interpreted to allow for the maximum discovery possible. Each Party to such arbitration shall select one (1) arbitratorfinal and binding upon them, and the two (2) arbitrators selected shall designate a third neutral arbitrator. Any judgment orparties further agree that such award rendered by the arbitrators will be final, binding and non-appealable, and judgment may be enteredenforced by any state or Federal court having jurisdiction thereof. The arbitrators shall be required to decideover the controversy in accordance with applicable substantive law. Any controversy concerning whether a dispute is an arbitrable dispute or as toparty against which the interpretation or enforceability of this [Section 12.2] shall be determined by the arbitrators. The arbitrators must have substantial professional experience with regard to transactions of the type contemplated by this Agreement. All arbitration proceedings shall be held in the strictest of confidence and all Parties and counsel shall be bound by such requirement of confidentiality. The Parties intend that this agreement to arbitrate be valid, enforceable and irrevocable. The designation of a situs or a governing law for this Agreementaward has been rendered or the assets of such party wherever the same may be located. In any arbitration shall not be deemed an electionproceeding, any legal proceeding to preclude application of the Federal Arbitration Act, if it would be applicable. In the arbitrators’ award, the arbitrators shall allocate,enforce any arbitration award and in their discretion,any other legal proceeding among the parties pursuant to or relating to this Agreement, each party expressly waives the arbitration all costsdefense of arbitration, includingsovereign immunity and any other defense based on the feesfact or allegation that it is an agency or instrumentality of the arbitrators and reasonable attorney’s fees, costs and expert witness expenses of the Parties. Notwithstanding the foregoing, any Party shall have the righta sovereign state or is otherwise entitled to seek injunctive or other equitable relief in a court of competent jurisdiction to enforce its rights or otherwise to seek remedial actions for violations of this Agreement.immunity.

Arbitration. Any controversy, dispute,claim, dispute or claim arising out of, in connection with, or in relation tocontroversy among the interpretation, performance or breach of this Agreement or any agreement or other instrument executed pursuant hereto or otherwiseparties arising out of or relating to this Agreement, including the execution of any ofbreach thereof, which cannot be satisfactorily settled by the foregoing, including any claim based on contract, tort, or statute, shallparties, will be resolved or determined, atfinally and exclusively settled by confidential and binding arbitration (“Arbitration”) upon the written request of any Party,party. The Arbitration shall be administered by arbitration conducted in New York City by a panel of three (3) arbitrators,based Arbitration body in accordance with then-existing Rules forits Commercial Arbitration Rules (the “Rules”). The Arbitration will be conducted by one arbitrator selected in accordance with the Rules. The place of the American Arbitration Association. Any applicable rule of arbitration thereundershall be New York city, New York. The Arbitration will be liberally interpreted to allow for the maximum discovery possible. Each Party to such arbitration shall select one (1) arbitrator and the two (2) arbitrators selected shall designate a third neutral arbitrator. Any judgment orconducted in English. The Arbitration award rendered by the arbitrators will be final,final and binding and non-appealable,upon the parties, and judgment upon such award may be entered byin any state or Federal court having jurisdiction thereof. The arbitrators shall be required to decide the controversy in accordance with applicable substantive law. Any controversy concerning whether a dispute is an arbitrable dispute or as to the interpretation or enforceability of this [Section 12.2] shall be determined by the arbitrators. The arbitrators must have substantial professional experience with regard to transactions of the type contemplated by this Agreement. All arbitration proceedings shall be held in the strictest of confidence and all Parties and counsel shall be bound by such requirement of confidentiality. The Parties intend that this agreement to arbitrate be valid, enforceable and irrevocable. The designation of a situs or a governing law for this Agreement or the arbitration shall not be deemed an election to preclude application of the Federal Arbitration Act, if it would be applicable. In the arbitrators’ award, the arbitrators shall allocate, in their discretion, among the parties to the arbitration all costs of arbitration, including the fees of the arbitrators and reasonable attorney’s fees, costs and expert witness expenses of the Parties. Notwithstanding the foregoing, any Party shall have the right to seek injunctive or other equitable relief in a court of competent jurisdiction to enforce its rights or otherwise to seek remedial actions for violations of this Agreement.

Dispute Resolution. Any controversy, dispute, or claim arising out of, in connection with, or in relation toIn the interpretation, performance or breachevent that there is a dispute concerning the terms of this Agreement or any agreement or other instrument executed pursuant hereto or otherwise arising out of the execution ofinvolving any of the foregoing, including any claim based on contract, tort, or statute,services provided pursuant to this Agreement, the Parties hereby agree to submit such dispute to confidential binding arbitration. The Parties shall be resolved or determined,choose a single arbitrator to arbitrate the dispute who shall conduct the proceedings at the request of any Party,a location agreed to by arbitration conducted in New York City by a panel of three (3) arbitrators, in accordance with then-existing Rules forboth Parties pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any applicable rule of arbitration thereunder will be liberally interpreted to allow forAssociation (“AAA”), as applicable, then in effect or any other procedure mutually agreed to. Each party shall bear its own attorney fees and costs in connection with the maximum discovery possible. Each Party to such arbitration shall select one (1) arbitrator and the two (2) arbitrators selected shall designate a third neutral arbitrator. Any judgment or award rendered by the arbitrators will be final, binding and non-appealable, and judgment may be entered by any state or Federal court having jurisdiction thereof. The arbitrators shall be required to decide the controversy in accordance with applicable substantive law. Any controversy concerning whether a dispute is an arbitrable dispute or as to the interpretation or enforceability of this [Section 12.2] shall be determined by the arbitrators. The arbitrators must have substantial professional experience with regard to transactions of the type contemplated by this Agreement. All arbitration proceedings shall be held in the strictest of confidence and all Parties and counsel shall be bound by such requirement of confidentiality. The Parties intend that this agreement to arbitrate be valid, enforceable and irrevocable. The designation of a situs or a governing law for this Agreement or the arbitration shall not be deemed an election to preclude application of the Federal Arbitration Act, if it would be applicable. In the arbitrators’ award, the arbitrators shall allocate, in their discretion, among the parties to the arbitration all costs of arbitration, including the feescosts of the arbitratorsAAA and reasonable attorney’s fees, costs and expert witness expenses of the Parties. Notwithstandingarbitrator, which shall be equally divided. In the foregoing, any Partyevent that this arbitration provision is deemed to be unenforceable, such unenforceability shall have the right to seek injunctive orno effecton any other equitable relief in a court of competent jurisdiction to enforce its rights or otherwise to seek remedial actions for violationsprovision of this Agreement.Agreement, and the Parties in such event shall be free to pursue any remedies otherwiseavailable.

Section # Dispute Resolution. Any controversy, dispute, controversy or claim (each, a “Dispute”) arising out of, in connection with,of or in relationrelating to this Agreement, or the interpretation, performance breach, termination, validity or breach of this Agreement or any agreement or other instrument executed pursuant hereto or otherwise arising out ofinvalidity thereof, shall be referred to arbitration upon the executiondemand of any of the foregoing, including any claim based on contract, tort, or statute, shall be resolved or determined, at the request of any Party, by arbitration conducted in New York City by a panel of three (3) arbitrators, in accordance with then-existing Rules for Commercial Arbitration of the American Arbitration Association. Any applicable rule of arbitration thereunder will be liberally interpreted to allow for the maximum discovery possible. Each Party to such arbitration shall select one (1) arbitrator and the two (2) arbitrators selected shall designate a third neutral arbitrator. Any judgment or award rendered by the arbitrators will be final, binding and non-appealable, and judgment may be entered by any state or Federal court having jurisdiction thereof. The arbitrators shall be required to decide the controversy in accordancedispute with applicable substantive law. Any controversy concerning whether a dispute is an arbitrable dispute or asnotice (the “Arbitration Notice”) to the interpretation or enforceability of this [Section 12.2] shall be determined by the arbitrators. The arbitrators must have substantial professional experience with regard to transactions of the type contemplated by this Agreement. All arbitration proceedings shall be held in the strictest of confidence and all Parties and counsel shall be bound by such requirement of confidentiality. The Parties intend that this agreement to arbitrate be valid, enforceable and irrevocable. The designation of a situs or a governing law for this Agreement or the arbitration shall not be deemed an election to preclude application of the Federal Arbitration Act, if it would be applicable. In the arbitrators’ award, the arbitrators shall allocate, in their discretion, among the parties to the arbitration all costs of arbitration, including the fees of the arbitrators and reasonable attorney’s fees, costs and expert witness expenses of the Parties. Notwithstanding the foregoing, any Party shall have the right to seek injunctive or other equitable relief in a court of competent jurisdiction to enforce its rights or otherwise to seek remedial actions for violations of this Agreement.Party.

Dispute Resolution. Any controversy, dispute,and all Actions, complaints, disputes, controversies and claims (other than applications for a temporary restraining order, preliminary injunction, permanent injunction or claimother equitable relief or application for enforcement of a resolution under this [Section 9.16]) arising out of, related to, or in connection with, or in relation to the interpretation, performance or breach ofwith this Agreement or the transactions contemplated hereby (a “Dispute”) shall be governed by this [Section 9.16]. A party must, in the first instance, provide written notice of any agreement orDisputes to the other instrument executed pursuant heretoparties subject to such Dispute, which notice must provide a reasonably detailed description of the matters subject to the Dispute. The parties involved in such Dispute shall seek to resolve the Dispute on an amicable basis within ten (10) Business Days of the notice of such Dispute being received by such other parties subject to such Dispute; the “Resolution Period”); provided, that if any Dispute would reasonably be expected to have become moot or otherwise arising outirrelevant if not decided within sixty (60) days after the occurrence of such Dispute, then there shall be no Resolution Period with respect to such Dispute. Any Dispute that is not resolved during the Resolution Period may immediately be referred to and finally resolved by arbitration pursuant to the then-existing Expedited Procedures of the execution of any of the foregoing, including any claim based on contract, tort, or statute, shall be resolved or determined, at the request of any Party, by arbitration conducted in New York City by a panel of three (3) arbitrators, in accordance with then-existingCommercial Arbitration Rules for Commercial Arbitration(the “AAA Procedures”) of the American Arbitration Association.Association (the “AAA”). Any applicable ruleparty involved in such Dispute may submit the Dispute to the AAA to commence the proceedings after the Resolution Period. To the extent that the AAA Procedures and this Agreement are in conflict, the terms of arbitration thereunder will be liberally interpreted to allow for the maximum discovery possible. Each Party to suchthis Agreement shall control. The arbitration shall selectbe conducted by one (1) arbitrator and the two (2) arbitrators selected shall designate a third neutral arbitrator. Any judgment or award renderednominated by the arbitrators will be final, bindingAAA promptly (but in any event within five (5) Business Days) after the submission of the Dispute to the AAA and non-appealable, and judgment may be entered by any state or Federal court having jurisdiction thereof. The arbitratorsreasonably acceptable to each party subject to the Dispute, which arbitrator shall be requireda commercial lawyer with substantial experience arbitrating disputes under acquisition agreements. The arbitrator shall accept his or her appointment and begin the arbitration process promptly (but in any event within five (5) Business Days) after his or her nomination and acceptance by the parties subject to the Dispute. The proceedings shall be streamlined and efficient. The arbitrator shall decide the controversyDispute in accordance with applicablethe substantive law. Any controversy concerning whetherlaw of the State of Delaware. Time is of the essence. Each party shall submit a dispute is an arbitrable dispute or asproposal for resolution of the Dispute to the interpretationarbitrator within twenty (20) days after confirmation of the appointment of the arbitrator. The arbitrator shall have the power to order any party to do, or enforceability ofto refrain from doing, anything consistent with this [Section 12.2]Agreement, the Ancillary Documents and applicable Law, including to perform its contractual obligation(s); provided, that the arbitrator shall be determined bylimited to ordering pursuant to the arbitrators. The arbitrators must have substantial professional experienceforegoing power (and, for the avoidance of doubt, shall order) the relevant party (or parties, as applicable) to comply with regard to transactionsonly one or the other of the type contemplated by this Agreement. All arbitration proceedingsproposals. The arbitrator’s award shall be held in writing and shall include a reasonable explanation of the strictestarbitrator’s reason(s) for selecting one or the other proposal. The seat of confidence and all Parties and counselarbitration shall be bound by such requirementin Denver, Colorado, and the language of confidentiality. The Parties intend that this agreement to arbitrate be valid, enforceable and irrevocable. The designation of a situs or a governing law for this Agreement or the arbitration shall not be deemed an election to preclude application of the Federal Arbitration Act, if it would be applicable. In the arbitrators’ award, the arbitrators shall allocate, in their discretion, among the parties to the arbitration all costs of arbitration, including the fees of the arbitrators and reasonable attorney’s fees, costs and expert witness expenses of the Parties. Notwithstanding the foregoing, any Party shall have the right to seek injunctive or other equitable relief in a court of competent jurisdiction to enforce its rights or otherwise to seek remedial actions for violations of this Agreement.English.