Common use of Applicable Law; Dispute Resolution Clause in Contracts

Applicable Law; Dispute Resolution. This Agreement, and all claims and causes of action arising out of, based upon, or related to this Agreement or the negotiation, execution or performance hereof, shall be governed by, and construed, interpreted and enforced in accordance with, the Laws of the State of New York, without regard to choice or conflict of law principles that would result in the application of any Laws other than the Laws of the State of New York. In the event any dispute arises among the parties hereto out of or in relation to this Agreement, including any dispute regarding its breach, termination or validity, the parties 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 Section 12(k). The arbitration shall be conducted in accordance with the UNCITRAL Arbitration Rules and the Hong Kong International Arbitration Centre (“HKIAC”) Procedures for the Administration of International Arbitration in force at the date of this Agreement, which rules are deemed to be incorporated by reference in this Section 12(k). The place of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three arbitrators, which shall be designated as set forth in Section 10.9 of the Merger Agreement. The arbitration shall be conducted in private. The parties agree that all documents and evidence submitted in the arbitration (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 the parties hereto otherwise agree in writing. Upon and after the submission of 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 the provisions of this Section 12(k) shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located. In any arbitration proceeding, any legal proceeding to enforce any arbitration award and in any other legal proceeding among the parties pursuant to or relating to this Agreement, each party expressly waives the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state or is otherwise entitled to immunity. Each of the parties hereto agrees that notice or the service of process in any action, suit or proceeding arising out of, based upon or relating to this Agreement or the rights and obligations arising hereunder shall be properly served or delivered if delivered in the manner contemplated by Section 12(a) of this Agreement.

Applicable Law; Dispute Resolution. This Agreement, and all claims and causes of action arising out of, based upon, or related to this Agreement or the negotiation, execution or performance hereof, shall be governed by, by and construed, interpreted and enforced construed in accordance with, with the Laws laws of the State of New YorkTexas, without regard to choice USA, excluding applicable conflict-of-law rules or conflict of law principles that would result principles. All claims and matters in the application of any Laws other than the Laws of the State of New York. In the event any dispute arises among the parties hereto question arising out of or in relation to this Agreement, including any dispute regarding its breach, termination or validity, the parties 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 Section 12(k). The arbitration shall be conducted in accordance with the UNCITRAL Arbitration Rules and the Hong Kong International Arbitration Centre (“HKIAC”) Procedures for the Administration of International Arbitration in force at the date of this Agreement, which rules are deemed to be incorporated by reference in this Section 12(k). The place of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three arbitrators, which shall be designated as set forth in Section 10.9 of the Merger Agreement. The arbitration shall be conducted in private. The parties agree that all documents and evidence submitted in the arbitration (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 the parties hereto otherwise agree in writing. Upon and after the submission of 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 the provisions of this Section 12(k) shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located. In any arbitration proceeding, any legal proceeding to enforce any arbitration award and in any other legal proceeding among the parties pursuant to or relating to this Agreement, each party expressly waives the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state or is otherwise entitled to immunity. Each of the parties hereto agrees that notice or the service of process in any action, suit or proceeding arising out of, based upon or relating to this Agreement or the rights relationship between the Parties created by this Agreement (and obligations arising hereunder including any claim against any Representative or affiliate of either Party), whether sounding in contract, tort or otherwise, and including statutory claims to the extent permitted by law, shall be properly served resolved solely and exclusively by non-appealable binding arbitration in Houston, Texas, pursuant to the Federal Arbitration Act, 9 U.S.C. § 1 et. seq. THE PARTIES UNDERSTAND THAT THIS MEANS THAT THEY EACH WAIVE ANY RIGHT TO TRIAL BY JURY OR TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS AGREEMENT. The arbitration shall be administered by the American Arbitration Association (the "AAA"). There shall be one arbitrator. Each Party shall designate a representative, who need not be neutral, within 30 days of receiving notification of the filing with the AAA of a demand for arbitration. The two representatives so designated shall elect an arbitrator from a panel of independent arbitrators proposed by the AAA. If either Party fails to designate a representative within the time specified or delivered if delivered the two parties' representatives fail to designate an arbitrator within 30 days of their appointments, the arbitrator shall be appointed by the AAA. In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim or the matter would be barred by applicable statutes of limitations. The Parties agree that all documents considered relevant by the submitting Party shall be submitted with the respective statement of claim/defense, and any counterclaim/reply. Neither Party may compel the other to produce additional documents or cooperate in additional discovery. However, the arbitrator shall have discretion, on the arbitrator's own motion or at the request of a Party, to request the submission of additional documents for the arbitral tribunal. Each Party shall pay an equal share of the fees of the arbitrator, and each Party shall bear its own costs and expenses associated with the arbitration proceedings, regardless of the outcome of the arbitration proceedings. All arbitration proceedings conducted under this Agreement shall be in the manner contemplated English language. Except with regard to claims of breach of Sections 4, 5 or 6, the arbitrator shall have no authority to award consequential, special, treble, exemplary, incidental, indirect or punitive damages of any type under any circumstances, regardless of whether such damages may be available under applicable law; provided, that in the event a court determines that the foregoing express waiver of damages is invalid or unenforceable, then the arbitrator, and not a court, shall determine if consequential, special, treble, exemplary, incidental, indirect or punitive damages shall be awarded. Each Party against whom the award or decision of the arbitrator assesses a monetary obligation shall pay that obligation on or before the thirtieth (30th) day following such award or such other date as the award may provide. All awards shall be payable in cash, and shall be payable in United States Dollars. Except as required by Section 12(a) applicable law, all arbitration proceedings conducted hereunder and the decision of the arbitrators shall be kept confidential, subject to the last sentence of this Section 14. The arbitrator, upon motion of either Party, shall grant summary judgment in favor of such Party as to any claim or counterclaim or portion thereof that would be subject to summary judgment under the federal summary judgment standard for that claim or counterclaim. The arbitrator shall have the authority to grant specific performance and other injunctive or equitable relief. Either Party shall have the right to apply to a court to obtain an injunction to enforce the provisions of this Section 14 or to seek a temporary restraining order, preliminary injunction or other provisional relief to maintain the status quo or in aid of or pending the application or enforcement of this Section 14. The Parties agree that, subject to the last sentence of this Section 14, injunctive relief obtained from a court can be effective only for the duration of any arbitration proceeding, and that only the arbitrator has the authority to determine the merits of any claim or matter arising out of or relating to this Agreement or the relationship between the Parties created by this Agreement. The Parties agree that the arbitrator shall have the authority to determine his or her jurisdiction to hear any such claim or matter. The arbitrator's final decision and award may be entered as a judgment in any court of competent jurisdiction.

Applicable Law; Dispute Resolution. (a) This Agreement, and all claims and causes of action arising out of, based upon, or related to this Agreement or the negotiation, execution or performance hereof, shall be governed by, by and construed, interpreted and enforced construed in accordance with, with the Laws laws of the State of New YorkTexas, without regard giving effect to choice or the conflict of law principles thereof. (b) With respect to any claim or dispute related to or arising under this Agreement, the parties hereby consent to the arbitration provisions of Section 11 (c) below and recognize and agree that would result in should any resort to a court be necessary and permitted under this Agreement, then they consent to the application of any Laws other than the Laws exclusive jurisdiction, forum and venue of the State of state and federal courts (as applicable) located in New York County, New York. In The parties acknowledge and agree that they have voluntarily chosen the event any dispute arises among governing law, jurisdiction, forum and venue set forth herein and that such law, jurisdiction, forum, and venue reasonably relates to the parties hereto out subject matter of or in relation to this Agreement, including any dispute regarding its breach, termination or validity, and the parties shall attempt in hereby waive any argument of forum inconveniens with respect to the first instance jurisdiction, forum and venue set forth herein. (c) Subject to resolve such dispute through friendly consultations. If Sections 11(d) and 11(f) below, any dispute has not been resolved by friendly consultations within thirty (30) days after dispute, controversy or claim between Employee and any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute Company Party will be finally settled by arbitration in New York County, New York in accordance with the following provisions then-existing rules of this Section 12(kthe American Arbitration Association (“AAA”). The arbitration shall be conducted in accordance with the UNCITRAL Arbitration Rules and the Hong Kong International Arbitration Centre (“HKIAC”) Procedures for the Administration of International Arbitration in force at the date of this Agreement, which rules are deemed to be incorporated by reference in this Section 12(k). The place of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three arbitrators, which shall be designated as set forth in Section 10.9 of the Merger Agreement. The arbitration shall be conducted in private. The parties agree that all documents and evidence submitted in the arbitration (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 the parties hereto otherwise agree in writing. Upon and after the submission of 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 the provisions of this Section 12(k) shall be final and binding on the Parties. Any arbitration conducted under this Section 11 shall be private and kept confidential, and shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the dispute before him or her (and each Party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All disputes shall be arbitrated on an individual basis, and each party hereby foregoes and waives any right to arbitrate any dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon them, the disputing parties and the parties further agree that such judgment upon the award may be enforced entered by any court having jurisdiction over of competent jurisdiction. This Section 11(c) shall be subject to the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (d) Notwithstanding Section 11(c), either party against which may make a timely application for, and obtain, judicial emergency or temporary injunctive relief to enforce any of the award has been rendered provisions of Sections 7 through 9 above; provided, however, that the remainder of any such dispute (beyond the application for emergency or temporary injunctive relief) shall be subject to arbitration under Section 11(c). (e) By entering into this Agreement and entering into the assets arbitration provisions of such party wherever the same may be located. In any arbitration proceedingthis Section 11, any legal proceeding THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (f) Nothing in Section 11(c) shall prohibit a Party to this Agreement from instituting litigation to enforce any arbitration award and award. Further, nothing in any other legal proceeding among the parties pursuant to Section 11(c) precludes Employee from filing a charge or relating to this Agreementcomplaint with a federal, each party expressly waives the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state or is otherwise entitled to immunity. Each of the parties hereto agrees that notice or the service of process in any action, suit or proceeding arising out of, based upon or relating to this Agreement or the rights and obligations arising hereunder shall be properly served or delivered if delivered in the manner contemplated by Section 12(a) of this Agreementother governmental administrative agency.

Applicable Law; Dispute Resolution. (a) This Agreement, and Agreement shall in all claims and causes of action arising out of, based upon, or related respects be construed according to this Agreement or the negotiation, execution or performance hereof, shall be governed by, and construed, interpreted and enforced in accordance with, the Laws laws of the State of New York, Delaware without regard to choice or the conflict of law principles that would result in thereof. (b) Subject to Section 10(c), any controversy or claim between Employee and the application of Company or any Laws other than the Laws of the State of New York. In the event any dispute arises among the parties hereto Company Party, arising out of or in relation relating to this AgreementAgreement (or any other agreement relating to or arising from Employee’s employment or engagement) or Employee’s employment, including engagement or affiliation with the Company or any dispute regarding its breachof, termination whether in contract, tort, under statute or validityregulation, or some other law, and regardless whether such controversy or claim is based on events occurring before the parties Effective Date, 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 New York County, New York before, and in accordance with the following provisions then-existing rules of this Section 12(kthe American Arbitration Association (“AAA”). The arbitration award shall be final and binding on the parties. The arbitration shall be conducted in accordance with the UNCITRAL Arbitration Rules private and kept confidential (and Employee and the Hong Kong International Arbitration Centre (“HKIAC”) Procedures for the Administration of International Arbitration in force at the date of this Agreement, which rules are deemed Company agree to cause such arbitration to be incorporated by reference in this Section 12(kkept confidential). The place of the arbitration shall be Hong Kong , and the language of Arbitrator shall have the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three arbitrators, which shall be designated to enter such orders as set forth in Section 10.9 of the Merger Agreement. The arbitration shall be conducted in privatenecessary to preserve and maintain such confidentiality. The parties agree that all documents disputes shall be arbitrated on an individual basis, and evidence submitted in the arbitration (including without limitation they forego and waive 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 the parties hereto otherwise agree in writing. Upon and after the submission of right to arbitrate any dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to arbitrationbe similarly situated, the parties shall continue or to exercise their remaining respective rights, and fulfill their remaining respective obligations participate as a class member in such a proceeding. Any arbitration conducted under this Agreement, except insofar as Section 10 shall be heard by a single arbitrator (the same may relate directly to the matters in dispute. The parties hereby agree that any arbitration award rendered “Arbitrator”) selected in accordance with the provisions then-applicable rules of the AAA. The Arbitrator shall expeditiously hear and decide all matters concerning the dispute. Except as expressly provided to the contrary in this Section 12(kAgreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the dispute before him or her (and each disputing party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. The decision of the Arbitrator shall be rendered in writing, final and binding upon themthe disputing parties, and the parties further Parties acknowledge and agree that such judgment upon the award may be enforced entered by any court having jurisdiction over of competent jurisdiction. This Section 10 shall be governed by the party against which Federal Arbitration Act, 9 U.S.C. § 1 et seq. The Company shall pay the award has been rendered or costs of the assets of such party wherever AAA (including the same may be located. In AAA filing fee) under any arbitration proceedingpursuant to this Section 10(b). For the avoidance of doubt, any each side shall pay its own legal proceeding fees attendant to enforce any arbitration award and in any other legal proceeding among the parties pursuant to this Section 10(b). (c) Notwithstanding Section 10(b), a party may make a timely application for, and obtain, judicial emergency or relating temporary injunctive relief, and the Parties expressly consent to this Agreementthe jurisdiction, each party expressly waives forum, and venue of the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state or is otherwise entitled federal courts (as applicable) in New York County, New York with respect to immunity. Each any such proceeding; provided, however, that the remainder of any such dispute (beyond the parties hereto agrees that notice application for emergency or the service of process in any action, suit or proceeding arising out of, based upon or relating to this Agreement or the rights and obligations arising hereunder temporary injunctive relief) shall be properly served subject to arbitration under this Section 10. Nothing in this Section 10 shall preclude Employee from filing a charge or delivered if delivered in the manner contemplated by Section 12(acomplaint with a federal, state or other governmental administrative agency. (d) of this AgreementEACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY OR A COURT TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Applicable Law; Dispute Resolution. (a) This AgreementAgreement and its validity, construction, enforcement, and all claims and causes interpretation shall be governed by the laws of action State of Florida, United States of America. (b) Any controversy or claim arising out of, based upon, of or related relating to this Agreement or any transactions provided for herein, or the negotiationbreach thereof, execution other than a claim for injunctive relief or performance hereofa claim for specific performance, shall be governed by, and construed, interpreted and enforced in accordance with, the Laws of the State of New York, without regard to choice or conflict of law principles that would result in the application of any Laws other than the Laws of the State of New York. In the event any dispute arises among the parties hereto out of or in relation to this Agreement, including any dispute regarding its breach, termination or validity, the parties 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 Commercial Arbitration Rules of this Section 12(k)the American Arbitration Association in effect at the time demand for arbitration is made by any Party. The arbitration evidentiary and procedural rules in such proceedings shall be conducted in accordance kept to the minimum level of formality that is consistent with such Commercial Arbitration Rules. One arbitrator shall be named by the UNCITRAL Arbitration Rules Buyer, a second shall be named by Sellers, and the Hong Kong International third arbitrator shall be named by the two arbitrators so chosen. In the event that the third arbitrator is not agreed upon, he or she shall be named by the American Arbitration Centre (“HKIAC”) Procedures for Association. Arbitration shall occur in Tampa, Florida or such other location agreed to in writing by the Administration of International Arbitration in force at the date of this Agreement, which rules are deemed to be incorporated by reference in this Section 12(k)Buyer and Sellers. The place award made by all or a majority of the arbitration panel of arbitrators shall be Hong Kong final and the language binding, and judgment may be entered in any court of law having competent jurisdiction. The award is subject to confirmation, modification, correction, or vacation only as explicitly provided in Title 9 of the arbitration United States Code. The prevailing party shall be English. The appointing authority shall be the HKIAC. There shall be three arbitrators, which shall be designated as set forth in Section 10.9 entitled to an award of the Merger Agreement. The arbitration shall be conducted in private. The parties agree that all documents pre- and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, post-award interest as well as reasonable attorneys’ fees incurred in connection with the fact that an arbitral award has been made) shall remain confidential both during arbitration and after any final award that is rendered unless the parties hereto otherwise agree judicial proceedings related thereto. Any action at law or in writing. Upon equity arising out of or relating to this Agreement and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations permitted 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 or notwithstanding the provisions of this Section 12(k) 7.7 shall be final and binding upon thembrought only in a court of competent jurisdiction located in Tampa, and Florida, and, for purposes of any such action, the parties further hereby expressly consent and agree to be subject to and to submit themselves to the jurisdiction of the courts in such location. (c) To the extent that the Parties may in any jurisdiction claim for itself or its assets sovereign or other immunity (including immunity from suit or legal process and immunity from pre-judgment attachment, post-judgment attachment and execution) and to the extent that in any such award jurisdiction there may be enforced attributed to itself or its assets such immunity, each Party irrevocably agrees not to claim and irrevocable waives such immunity to the full extent permitted by any court having jurisdiction over the party against which the award has been rendered or the assets laws of such party wherever the same jurisdiction. The Parties also waive any rights to which they may be locatedentitled on account of place of residence or domicile. (d) To the extent any Party may, in any enforcement proceeding brought in the Republic of Argentina, Florida or elsewhere be entitled under applicable law to require or claim that the other Party post security for costs or take similar action, the Party hereby irrevocably waives and agrees not to claim the benefit of such entitlement. In particular, the Party hereby waives any arbitration proceeding, any legal proceeding right it may now or hereafter have to enforce any arbitration award and in request an “excepción de arraigo” (or to assert any other legal similar defence which would have the effect of requiring a foreign plaintiff to post a bond, deposit or any other form of guarantee) in connection with any enforcement proceeding among the parties pursuant to filed or brought against such Party in connection with, arising under or relating to this Agreement, each party expressly waives the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state or is otherwise entitled to immunity. Each of the parties hereto agrees that notice or the service of process in any action, suit or proceeding arising out of, based upon or relating to this Agreement or the rights and obligations arising hereunder shall be properly served or delivered if delivered in the manner contemplated by Section 12(a) of this Agreement.

Applicable Law; Dispute Resolution. (a) This Agreement, and Agreement shall in all claims and causes of action arising out of, based upon, or related respects be construed according to this Agreement or the negotiation, execution or performance hereof, shall be governed by, and construed, interpreted and enforced in accordance with, the Laws laws of the State of New York, York without regard to choice or the conflict of law principles that would result in the application of thereof. (b) Subject to Section 10(b), any Laws other than the Laws of the State of New York. In the event any dispute arises among the parties hereto dispute, controversy or claim arising out of or in relation relating to this Agreement, including Agreement or Employee’s employment or engagement with the Company or any dispute regarding its breach, termination or validity, the parties 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 other Company Party (30“Disputes”) 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 will be finally settled by arbitration in accordance with New York, New York (or such other location as agreed to by the following provisions of this Section 12(k). The arbitration shall be conducted parties) in accordance with the UNCITRAL then-existing JAMS (“JAMS”) Comprehensive Arbitration Rules and the Hong Kong International Arbitration Centre (“HKIAC”) Procedures for the Administration of International Arbitration in force at the date of this Agreement, which rules are deemed to be incorporated by reference in this Section 12(k). The place of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three arbitrators, which shall be designated as set forth in Section 10.9 of the Merger Agreement& Procedures. The arbitration shall be conducted in private. The parties agree that all documents and evidence submitted in the arbitration (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 the parties hereto otherwise agree in writing. Upon and after the submission of 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 the provisions of this Section 12(k) shall be final and binding on the parties. Any arbitration conducted under this Section 10(b) shall be heard by a single arbitrator (the “Arbitrator”) selected in accordance with the then-applicable rules of JAMS. The Arbitrator shall expeditiously hear and decide all matters concerning the Dispute. Except as expressly provided to the contrary in this Agreement, the Arbitrator shall have the power to (i) gather such materials, information, testimony and evidence as the Arbitrator deems relevant to the Dispute before him or her (and each party will provide such materials, information, testimony and evidence requested by the Arbitrator), and (ii) grant injunctive relief and enforce specific performance. All Disputes shall be arbitrated on an individual basis, and each party hereto hereby foregoes and waives any right to arbitrate any Dispute as a class action or collective action or on a consolidated basis or in a representative capacity on behalf of other persons or entities who are claimed to be similarly situated, or to participate as a class member in such a proceeding. The decision of the Arbitrator shall be reasoned, rendered in writing, be final and binding upon them, the disputing parties and the parties further agree that such judgment upon the award may be enforced entered by any court having jurisdiction over of competent jurisdiction. This arbitration agreement is subject to, and shall be enforceable pursuant to, the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (c) Notwithstanding Section 10(b), a party against which may make a timely application for, and obtain, judicial emergency or temporary injunctive relief with respect to any of the award has been rendered provisions of the Restrictive Covenants; provided, however, that the remainder of any such Dispute (beyond the application for emergency or temporary injunctive relief) shall be subject to arbitration under Section 10(b). By entering into this Agreement and entering into the assets arbitration provisions of such party wherever the same may this Section 10, THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THEY ARE KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVING THEIR RIGHTS TO A JURY TRIAL. (d) Should any resort to a court be located. In any arbitration proceeding, any legal proceeding to enforce any arbitration award necessary and in any other legal proceeding among the parties pursuant to or relating to permitted under this Agreement, each party expressly waives then the defense of sovereign immunity parties consent to the exclusive jurisdiction, forum and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state or is otherwise entitled to immunity. Each venue of the parties hereto agrees that notice or the service of process in any action, suit or proceeding arising out of, based upon or relating to this Agreement or the rights state and obligations arising hereunder shall be properly served or delivered if delivered federal courts located in the manner contemplated by Section 12(a) Borough of this AgreementManhattan in New York, New York.

Applicable Law; Dispute Resolution. This Agreement, and all claims and causes of action arising out of, based upon, or related to this Agreement or the negotiation, execution or performance hereof, shall be governed by, and construed, interpreted and enforced in accordance with, the Laws of the State of New YorkDelaware, without regard to choice or conflict of law principles that would result in the application of any Laws other than the Laws of the State of New YorkDelaware. In the event any dispute arises among the parties hereto out of or in relation to this Agreement, including any dispute regarding its breach, termination or validity, the parties 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 Section 12(k). The arbitration shall be conducted in accordance with the UNCITRAL Arbitration Rules and the Hong Kong International Arbitration Centre (“"HKIAC”") Procedures for the Administration of International Arbitration in force at the date of this Agreement, which rules are deemed to be incorporated by reference in this Section 12(k). The place of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three arbitrators, which shall be designated as set forth in Section 10.9 of the Merger Agreement. The arbitration shall be conducted in private. The parties agree that all documents and evidence submitted in the arbitration (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 the parties hereto otherwise agree in writing. Upon and after the submission of 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 the provisions of this Section 12(k) shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located. In any arbitration proceeding, any legal proceeding to enforce any arbitration award and in any other legal proceeding among the parties pursuant to or relating to this Agreement, each party expressly waives the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state or is otherwise entitled to immunity. Each of the parties hereto agrees that notice or the service of process in any action, suit or proceeding arising out of, based upon or relating to this Agreement or the rights and obligations arising hereunder shall be properly served or delivered if delivered in the manner contemplated by Section 12(a) of this Agreement.

Applicable Law; Dispute Resolution. (a) This AgreementAgreement and its validity, construction, enforcement, and all claims and causes interpretation shall be governed by the laws of action State of Florida, United States of America. (b) Any controversy or claim arising out of, based upon, of or related relating to this Agreement or any transactions provided for herein, or the negotiationbreach thereof, execution other than a claim for injunctive relief or performance hereofa claim for specific performance, shall be governed by, and construed, interpreted and enforced in accordance with, the Laws of the State of New York, without regard to choice or conflict of law principles that would result in the application of any Laws other than the Laws of the State of New York. In the event any dispute arises among the parties hereto out of or in relation to this Agreement, including any dispute regarding its breach, termination or validity, the parties 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 Commercial Arbitration Rules of this Section 12(k)the American Arbitration Association in effect at the time demand for arbitration is made by any Party. The arbitration evidentiary and procedural rules in such proceedings shall be conducted in accordance kept to the minimum level of formality that is consistent with such Commercial Arbitration Rules. One arbitrator shall be named by the UNCITRAL Arbitration Rules Buyer, a second shall be named by Sellers, and the Hong Kong International third arbitrator shall be named by the two arbitrators so chosen. In the event that the third arbitrator is not agreed upon, he or she shall be named by the American Arbitration Centre (“HKIAC”) Procedures for Association. Arbitration shall occur in Tampa, Florida or such other location agreed to in writing by the Administration of International Arbitration in force at the date of this Agreement, which rules are deemed to be incorporated by reference in this Section 12(k)Buyer and Sellers. The place award made by all or a majority of the arbitration panel of arbitrators shall be Hong Kong final and the language binding, and judgment may be entered in any court of law having competent jurisdiction. The award is subject to confirmation, modification, correction, or vacation only as explicitly provided in Title 9 of the arbitration United States Code. The prevailing party shall be English. The appointing authority shall be the HKIAC. There shall be three arbitrators, which shall be designated as set forth in Section 10.9 entitled to an award of the Merger Agreement. The arbitration shall be conducted in private. The parties agree that all documents pre- and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, post-award interest as well as reasonable attorneys’ fees incurred in connection with the fact that an arbitral award has been made) shall remain confidential both during arbitration and after any final award that is rendered unless the parties hereto otherwise agree judicial proceedings related thereto. Any action at law or in writing. Upon equity arising out of or relating to this Agreement and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations permitted 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 or notwithstanding the provisions of this Section 12(k) 7.7 shall be final and binding upon thembrought only in a court of competent jurisdiction located in Tampa, and Florida, and, for purposes of any such action, the parties further hereby expressly consent and agree that such award may to be enforced by any court having subject to and to submit themselves to the jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located. In any arbitration proceeding, any legal proceeding to enforce any arbitration award and in any other legal proceeding among the parties pursuant to or relating to this Agreement, each party expressly waives the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state or is otherwise entitled to immunity. Each of the parties hereto agrees that notice or the service of process courts in any action, suit or proceeding arising out of, based upon or relating to this Agreement or the rights and obligations arising hereunder shall be properly served or delivered if delivered in the manner contemplated by Section 12(a) of this Agreementsuch location.

Applicable Law; Dispute Resolution. This Agreement, and all claims and causes of action arising out of, based upon, or related to this Agreement or the negotiation, execution or performance hereof, shall be governed by, and construed, interpreted and enforced in accordance with, the Laws of the State of New YorkDelaware, without regard to choice or conflict of law principles that would result in the application of any Laws other than the Laws of the State of New YorkDelaware. In the event any dispute arises among the parties hereto out of or in relation to this Agreement, including any dispute regarding its breach, termination or validity, the parties 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 Section 12(k). The arbitration shall be conducted in accordance with the UNCITRAL Arbitration Rules and the Hong Kong International Arbitration Centre (“HKIAC”) Procedures for the Administration of International Arbitration in force at the date of this Agreement, which rules are deemed to be incorporated by reference in this Section 12(k). The place of the arbitration shall be Hong Kong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three arbitrators, which shall be designated as set forth in Section 10.9 of the Merger Agreement. The arbitration shall be conducted in private. The parties agree that all documents and evidence submitted in the arbitration (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 the parties hereto otherwise agree in writing. Upon and after the submission of 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 the provisions of this Section 12(k) shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located. In any arbitration proceeding, any legal proceeding to enforce any arbitration award and in any other legal proceeding among the parties pursuant to or relating to this Agreement, each party expressly waives the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state or is otherwise entitled to immunity. Each of the parties hereto agrees that notice or the service of process in any action, suit or proceeding arising out of, based upon or relating to this Agreement or the rights and obligations arising hereunder shall be properly served or delivered if delivered in the manner contemplated by Section 12(a) of this Agreement.