MEDIATION OF SELECT CLAIMS IN ADVANCE OF ARBITRATION BY SOUTH
FLORIDA CARNIVAL BANDLEADERS ASSOCIATION COMPLIANCE AND
DISPUTE RESOLUTION COMMITTEE. If a matter is not resolved by negotiation pursuant
to paragraphs __ above, and such matter involves claims recognized by the South Florida
Carnival Bandleaders AssociationCompliance and Dispute Resolution Committee (the
“Association” or “SFCBLA”), then the matter will proceed to mediation as set forth below.
Either party may commence mediation by providing to the Association and the other party a
written request for mediation in the form made available by the Association, setting forth the
subject of the dispute and relief requested.

The parties will cooperate with the Association and with one another in selecting a mediator
from the Association panel of neutrals and in scheduling the mediation proceedings. The parties

agree that they will participate in the mediation in good faith and that they will share equally in
its costs.

All offers, promises, conduct and statements, whether oral or written, made in the course of the
mediation by any of the parties, their agents, employees, experts and attorneys, and by the
mediator or any Association employees or volunteers, are confidential, privileged and
inadmissible for any purpose, including impeachment, in any arbitration or other proceeding
involving the parties, provided that evidence that is otherwise admissible or discoverable shall
not be rendered inadmissible for any purpose, including impeachment, in arbitration or other
proceeding involving the parties, provided that evidence that is otherwise admissible or
discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the
mediation.

Either party may initiate arbitration with respect to matters submitted to mediation by filing a
written demand for arbitration at any time following the initial mediation session or at any time
following 45 days from the date of filing the written request for mediation, whichever occurs
first (“Earliest Initiation Date”). The mediation may continue after the commencement of
arbitration if the parties so desire.

At no time prior to the Earliest Initial Date shall either side initiate an arbitration or litigation
related to this Agreement except to pursue a provision remedy that is authorized by law or by
JAMS Rules or by agreement to the parties. However, this limitation is inapplicable to a party if
the other party refuses to comply with the mediation scheduling and good faith participation
requirements above.

All applicable statutes of limitation and defenses based upon the passage of time shall be tolled
until 15 days after the Earliest Initiation Date. The parties will take such action, if any, required
to effectuate such tolling.

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ARBITRATION AGREEMENT. SIGNIFICANCE OF ARBITRATION; LIMITATIONS
AND RESTRICTIONS.IN ARBITRATION, NEITHER PATRON NOR BAND WILL HAVE
THE RIGHT TO: (i) HAVE A COURTOR JURY DECIDE THE CLAIM BEING
ARBITRATED, (ii) ENGAGE IN PREARBITRATION DISCOVERY(THAT IS, THE RIGHT
TO OBTAIN INFORMATION FROM THE OTHER PARTY) TO THE SAME EXTENTTHAT
PATRON OR BAND COULD IN COURT, (iii) PARTICIPATE AS A REPRESENTATIVE
ORMEMBER OF ANY CLASS OF CLAIMANTS IN A CLASS ACTION, IN COURT OR IN
ARBITRATION,RELATING TO ANY CLAIM SUBJECT TO ARBITRATION OR (iv) JOIN
OR CONSOLIDATE CLAIMS OTHERTHAN PATRONS OWN OR BANDS OWN. OTHER
RIGHTS AVAILABLE IN COURT MAY NOT BEAVAILABLE IN ARBITRATION.

Broad Meaning of Claims. The term “Claim” in this Agreement is to be given thebroadest
possible meaning and includes (by way of example and without limitation) Claims arising from
orrelating to (i) this Agreement based upon contract, tort, fraud, statute, regulation, common law
and equity, (ii) anytransactions effected pursuant to this Agreement, (iii) terms of or change or
addition of terms to this Agreement,(iv) collection of any obligation arising from this

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Agreement, (v) advertisements, promotions or oral or writtenstatements relating to or arising out
of any participation or attendance at eventsassociated with Miami Carnival or this Agreement or
any transactions between Patron and Band pursuant to this Agreement, including any Claims
regarding services and/or products offered or provided by Band, (vi) Claimsbetween Patron and Band or
the parties respective parent corporations, wholly or majority ownedsubsidiaries, affiliates,
predecessors, successors, assigns, agents, independent contractors, employees, officers,directors
or representatives arising from any transaction between Band and Patron pursuant to
thisAgreement and (vii) Claims regarding the validity, enforceability or scope of this Arbitration
section or thisAgreement including, but not limited to, whether a given claim or dispute is
subject to arbitration. Arbitration. AllClaims will be resolved through arbitration pursuant to this
section rather than by litigation, except for Claims mediated and resolved with the Association as
described above. Claims will be decided by a neutral arbitrator.

Any dispute, Claim, or controversy arising out of or relating to this Agreement or the breach,
termination, enforcement, interpretation or validity thereof, including the determination of the
scope or applicability of this Agreement, shall be determined by arbitration in Miami-Dade
County, Florida (or as made possible by electronic or virtual conferencing proceedings) before
one arbitrator. The arbitration shall be administered by JAMS pursuant to its Streamlined
Arbitration Rules and Procedures. Judgment on the award may be entered in any court having
jurisdiction. This clause shall not preclude the parties from seeking provisional remedies in aid
of arbitration from a court of competent jurisdiction.

The arbitrator in any proceeding conducted pursuant to this Agreement must be:
1. A retired judge from civil circuit court in the State of Florida; or
2. A lawyer with at least 10 years of active practice in civil litigation; and
3. Familiar with Caribbean carnival events.

The parties agree that, wherever practicable, they will seek to appoint a fair representation of
diverse arbitrators (considering gender, ethnicity and sexual orientation), and will specifically
request administering institutions to include a fair representation of diverse candidates, including
those with cultural competencies relevant to the Caribbean community, on their rosters and list
of potential arbitrator appointees.

JURY TRIAL WAIVER. THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY
COURT IN ANY SUIT,ACTION OR PROCEEDING ON ANY MATTER ARISING IN
CONNECTION WITH OR IN ANY WAY RELATEDTO THE TRANSACTIONS OF WHICH
THIS AGREEMENT IS A PART OR THE ENFORCEMENT HEREOF,EXCEPT WHERE
SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE
AGAINST PUBLIC POLICY. THE PARTIES HERETO ACKNOWLEDGE THAT EACH
MAKES THIS WAIVERKNOWINGLY, WILLINGLY AND VOLUNTARILY AND
WITHOUT DURESS, AND ONLY AFTER EXTENSIVECONSIDERATION OF THE
RAMIFICATIONS OF THIS WAIVER WITH THEIR ATTORNEYS.

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CLASS ACTION WAIVER. THE PARTIES HERETO WAIVE ANY RIGHT TO ASSERT
ANY CLAIMSAGAINST THE OTHER PARTY AS A REPRESENTATIVE OR MEMBER IN
ANY CLASS ORREPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS
PROHIBITED BY LAW AS AGAINSTPUBLIC POLICY. TO THE EXTENT EITHER
PARTY IS PERMITTED BY LAW OR A COURT OF LAW TOPROCEED WITH A CLASS
OR REPRESENTATIVE ACTION AGAINST THE OTHER, THE PARTIES
HEREBYAGREE THAT: (1) THE PREVAILING PARTY WILL NOT BE ENTITLED TO
RECOVER ATTORNEYS FEESOR COSTS ASSOCIATED WITH PURSUING THE CLASS
OR REPRESENTATIVE ACTION (NOTWITHSTANDING ANY OTHER PROVISION IN
THIS AGREEMENT) AND (2) THE PARTY WHO INITIATES ORPARTICIPATES AS A
MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISEPARTICIPATE
IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE
ACTION.