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compromise such claim as it deems appropriate. The Parties further agrees to cooperate with the other in the
defense of any such claim or other matter.

22. Fees and Commissions. Each of the Parties hereby represents and warrants to the other that it has not
incurred or obligated the other Party for any brokerage, finder’s or other similar fees or commissions in
connection with the transactions covered by this Agreement or in connection with the enterprise contemplated
by this Agreement. Each Party hereby agrees to indemnify and hold harmless the other from and against all
liabilities, costs, damages and expenses from any breach or alleged breach of the foregoing representation.

23. Default; Remedies; Arbitration.

a) Default; Remedies. Time is of the essence of this Agreement. If either party fails or refuses to carry out this
Agreement according to its terms, the other party shall be entitled to the remedies set forth below.

b) Arbitration. Any controversies or disputes arising out of or relating to this Agreement shall be resolved
by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American
Arbitration Association. The Parties so affected shall select a mutually acceptable arbitrator knowledgeable
about issues relating to the subject matter of this Agreement. In the event the Parties are unable to agree
to such a selection, each Party will select an arbitrator and the two arbitrators in turn shall select a third
arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place at a location
that is reasonably centrally located between the Parties, or otherwise mutually agreed upon by the Parties.
All documents, materials, and information in the possession of each Party that are in any way relevant to
the dispute shall be made available to the other Party for review and copying no later than 30 days after
the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify any provision of
this Agreement or to award punitive damages. The arbitrator(s) shall have the power to issue and award:
mandatory orders; restraint orders; compensatory damages; liquidated damages; and the reimbursement for all
Attorney and other fees, costs and expenses associated with the contesting and prosecution of the arbitration.
The decision rendered by the arbitrator(s) shall be final and binding on the Parties, and judgment may be
entered in conformity with the decision in any court having jurisdiction. This agreement to arbitration shall
be specifically enforceable under prevailing arbitration law recognized under the Laws of the State of New
York and every other State. During the continuance of any arbitration proceeding, the Parties shall continue to
perform their respective obligations under this Agreement.

24. Miscellaneous.

a) Consultation with Counsel. By executing this Agreement, the Parties acknowledge that they have had
the opportunity to fully discuss and review this Agreement with their counsel. Based upon that review and
discussion, they hereby acknowledge that they understand the terms of this Agreement and that they are
entering into this Agreement freely and voluntarily.

b) Governing Law. The provisions of this Agreement shall be constructed, administered, and enforced

Re-LIFE-Ment: Reinventing Past Notions of Retirement
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