ver.

Franchise Agreement (Ver 04-14-2025)

Franchisee: ___________

Franchisor: Christian Brothers Automotive Corporation

24. DISPUTE RESOLUTION AGREEMENT.

24.01 Dispute Resolution Agreement.

(a) If a dispute, controversy or claim arises between or among any or all of the parties, including without limitation any dispute, controversy or claim that arises out of or relates to this Agreement or any other agreement, instrument, or relationship between the parties, or the breach, termination or invalidity of the Agreement or any such other agreement or instrument, AND including but not limited to a claim based on or arising out of a claim for tortious interference or other tortious or statutory claims arising before, during or after termination of this Agreement and including any dispute that involves any or all of the parties and any employee, officer, director, supervisor or member of management of either party hereto (collectively the "Dispute"), and if the Dispute cannot be settled through direct discussions, the parties agree to resolve the Dispute by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules (the "Rules"), and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Any arbitration hereunder shall be pursuant to the applicable rules of the American Arbitration Association as set out above except to the extent modified in this Section. The parties acknowledge that this Agreement and/or the dealings of the parties involve interstate commerce and that the Federal Arbitration Act applies to any arbitration hereunder. Any such arbitration shall be conducted before three (3) arbitrators unless the parties agree in writing to a different number. No arbitration shall be conducted before an even number of arbitrators.

Franchise Agreement (Ver 04-14-2025)

Franchisee: ___________

Franchisor: Christian Brothers Automotive Corporation

(b) The parties expressly agree that any court with jurisdiction may order the

consolidation of any arbitrable dispute, controversy or claim under this Agreement

with any related arbitrable dispute, controversy or claim not arising under this

Agreement, as the court may deem necessary in the interests of justice or efficiency

or on such other grounds as the court may deem appropriate, provided that the

consolidated disputes, controversies and claims are to be resolved in arbitration.

(c) The site of the arbitration shall be in Houston, Texas, and shall take place in the

offices of the American Arbitration Association or such other place as the parties

may agree.

(d) The parties agree that the federal and state courts located in the State of Texas and

City of Houston shall have exclusive jurisdiction and venue over an action brought

to enforce and/or challenge the rights and obligations created in or arising from this

agreement to arbitrate, and each of the parties hereto irrevocably submits to the

jurisdiction and venue of said courts. Notwithstanding the above, application may

be made by a party to any court of competent jurisdiction wherever situated for

confirmation and enforcement of any award and the entry of whatever orders are

necessary for such confirmation and enforcement.

(e) Process in any action arising out of or relating to this Agreement may be served on

any party to the Agreement anywhere in the world by delivery in person or by

registered or certified mail, return receipt requested.

(f) To the fullest extent permitted by applicable law, the parties to this Agreement

agree that neither party shall be entitled to any damages in the nature of punitive,

exemplary or statutory damages in excess of compensatory damages or any form

Franchise Agreement (Ver 04-14-2025)

of damages in excess of compensatory damages, and the parties hereby waive all

rights to any damages in the nature of punitive, exemplary or statutory damages.

Any arbitrator or arbitrators deciding any disputes hereunder will not have the

authority to award and are specifically divested of any power to award any damages

in the nature of punitive, exemplary or statutory damages or any other damages in

excess of compensatory damages or any form of damages in excess of

compensatory damages, and may not, in any event, make any ruling, finding or

award that does not conform to the terms and conditions of the Agreement.

(g) Neither the parties nor the arbitrator(s) may disclose to any person not involved in

the arbitration the existence, content, or results of any arbitration hereunder without

the prior written consent of all parties.

(h) The parties agree that all questions concerning the arbitrator(s)' jurisdiction shall

be decided by the arbitrator(s).

(i) A party or parties against whom any final award is entered by the arbitrator(s)

agrees to pay the prevailing party all reasonable costs, charges and expenses,

including but not limited to arbitration filing fees, arbitrator fees, reasonable

attorney and expert fees, incurred and to be incurred in connection with said

arbitration, any action to compel arbitration and/or compliance with the terms of

this section, and/or the confirmation and enforcement of the arbitration award. The

arbitrator(s) shall include such costs, charges and expenses as part of the final

award. This agreement to arbitrate is intended to be binding upon the signatories

hereto, their principals, successors, assigns, subsidiaries or affiliates.

Franchise Agreement (Ver 04-14-2025)

Franchisee: ___________

Franchisor: Christian Brothers Automotive Corporation

(j) The arbitrator(s) shall determine the rights and obligations of the parties according

to applicable federal laws and to the substantive laws of the State of Texas

(excluding conflicts of laws principles).

(k) The arbitrator(s) is directed to consider any defense that all or part of the claim is

not timely by reason of laches or statute of limitations as a preliminary issue and to

render an award determining the merits of such claim before considering the

substantive merits of the arbitration claim, unless the arbitrator(s) determines that

the merits of such claim of laches or statute of limitations is so intertwined with the

substantive merits of the arbitration claim as to make impractical the determination

of the claim of laches or limitations as a preliminary matter.

Source: Item 23 — RECEIPTS (FDD pages 76–372)