Common use of Governing Law; Arbitration Clause in Contracts

Governing Law; Arbitration. This Agreement shall be governed and interpreted in accordance with the laws of the State of New York without giving effect to the conflicts of law principles thereof. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevail. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. In the event of the arbitration of any Dispute pursuant to this Section, the losing party in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such payment.

Governing Law; Arbitration. This Agreement The law of California (exclusive of conflict or choice of law rules) shall be governed govern, construe and interpreted in accordance with the laws enforce all of the State rights and duties of New York without giving effect the Parties arising or in any way relating to the conflicts subject matter of law principles thereofthis Agreement. Any In the event of any dispute, claim or controversy or claim (each, a “Dispute”) arising out of or relating to this AgreementAgreement (including any claim based on contract, tort or statute) or the interpretation, breach, termination, enforcement, interpretation or validity or invalidity thereof, including the determination of the scope or applicability of this agreement to arbitrate, (a “Dispute”), then the Parties shall be referred engage in informal, good faith discussions and attempt to arbitration upon resolve the demand of either party Dispute. If the Parties are unable to resolve the dispute with notice (Dispute, then the “Arbitration Notice”) to the other. The Dispute shall be settled determined by confidential binding arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submittedSan Francisco before one arbitrator. The seat of arbitration shall be Hong Kongadministered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. There Judgment on any award pursuant to arbitration may be entered in any court of competent jurisdiction. The arbitrator shall be three (3) arbitratorsa retired judge with at least five years of experience presiding over disputes related to complex commercial transactions. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selectedappointed by agreement of the Parties or, if no agreement can be reached, then each Party shall appoint one JAMS arbitrator for the purpose of selecting the arbitrator to govern the Dispute, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC those two arbitrators shall select the third arbitratorarbitrator to govern the Dispute. In any arbitration arising out of or related to this Agreement, the arbitrator shall award to the prevailing Party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing Party in connection with the arbitration. If either party the arbitrator determines a Party to be the prevailing Party under circumstances where the prevailing Party won on some but not all of the claims and counterclaims, the arbitrator may award the prevailing Party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing Party in connection with the arbitration. Without limiting the effect of Section 4.2(iii) of these Terms and Conditions, the Parties shall maintain the confidential nature of the arbitration proceeding and the award, except as may be necessary in connection with a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision. Notwithstanding anything herein to the arbitration fails to appoint an arbitrator with the Selection Periodcontrary, the relevant appointment either Party shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2entitled to seek to obtain any provisional remedy, including the provisions concerning the appointment of the arbitratorsinjunctive or similar relief, this Section 5.2 shall prevail. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a from any court of competent jurisdiction for enforcement of such award. In the event of the arbitration of any Dispute pursuant as may be necessary to this Section, the losing party in such arbitration shall pay to the prevailing party all expenses protect that Party’s rights and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentinterests.

Governing Law; Arbitration. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and interpreted construed in accordance with the laws of the State of New York without giving effect to the conflicts of law principles thereofHong Kong. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, termination or validity or invalidity thereofhereof, shall be referred submitted to arbitration upon the demand request of either any party with notice to the dispute with notice (the “Arbitration Notice”) to the otherother parties. The Dispute arbitration shall be settled by arbitration conducted in Hong Kong by under the auspices of the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered UNCITRAL Arbitration Rules (the “HKIAC UNCITRAL Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall effect, which rules are deemed to be Hong Kongincorporated by reference into this Section 9(a). There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed listarbitration. The chairman Chairman of the HKIAC shall select the third arbitrator, who shall be qualified to practice law in Hong Kong. If either party to the arbitration fails to does not appoint an arbitrator with who has consented to participate within thirty (30) days after selection of the Selection Periodfirst arbitrator, the relevant appointment shall be made by the chairman Chairman of the HKIAC. The arbitral arbitration proceedings shall be conducted in English. To Neither party shall be required to give general discovery of documents, but may be required to produce specific, identified documents that are relevant to the dispute. Each party irrevocably waives, to the fullest extent that it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such arbitration in Hong Kong and the HKIAC, and hereby submits to the exclusive jurisdiction of HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevailany such arbitration. The award of the arbitral arbitration tribunal shall be final conclusive and binding upon the parties theretodisputing parties, and any party to the prevailing party dispute may apply to a court of competent jurisdiction for enforcement of such award. In Any party to the event dispute shall be entitled to seek preliminary injunctive relief in aid of arbitration, if possible, from any court of competent jurisdiction pending the constitution of the arbitration of any Dispute pursuant to this Section, the losing party in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentarbitral tribunal.

Governing Law; Arbitration. This Agreement shall be governed and interpreted in accordance with the (a) The laws of the State of New York Delaware shall govern (i) all proceedings, claims or matters related to or arising from this Agreement (including any tort or non-contractual claims) and (ii) any questions concerning the construction, interpretation, validity and enforceability of this Agreement, and the performance of the obligations imposed by this Agreement, in each case without giving effect to the conflicts any choice of law principles thereof. or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. (b) Any dispute, controversy or claim (each, a “Dispute”) arising out of or of, relating to or in connection with this Agreement, including, without limitation, any dispute regarding the validity or termination of this Agreement, or the interpretation, breach, termination, validity performance or invalidity thereofbreach hereof, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be finally settled by arbitration in Hong Kong administered by the Hong Kong International American Arbitration Centre Association (the “HKIACAAA”) ), in accordance with the Hong Kong International Arbitration Centre Administered its Commercial Arbitration Rules (the “HKIAC Rules”) in force effect at the time when of the Arbitration Notice is submittedarbitration. The seat place of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant Fort Worth, Texas and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in Englishthe English language. To The arbitration shall be conducted by three arbitrators. Each arbitrator shall be a person with significant experience in the extent financial services industry or representing persons in the financial services industry. Each of the parties to the arbitration shall nominate one arbitrator within 15 days after delivery of a request for arbitration in writing by any of the parties. In the event that any of the HKIAC Rules are parties to the arbitration fail to nominate an arbitrator as and within such time period provided in conflict the preceding sentence, upon request of either of such parties, such arbitrator shall instead be appointed by the AAA within 15 days of receiving such request. The two arbitrators appointed in accordance with the above provisions shall nominate the third arbitrator within 15 days of this Section 5.2their appointment. If the first two appointed arbitrators fail to nominate a third arbitrator, including the provisions concerning the appointment then, upon request of the arbitratorsparties to the arbitration, the third arbitrator shall be appointed by the AAA within 30 days of receiving such request. The third arbitrator shall serve as Chairman of the arbitral tribunal. The arbitrators shall endeavor to render a final award within 90 days of submission of a request for arbitration. Failure to adhere to this Section 5.2 time limit shall prevailnot be a basis for challenging the award. The award of rendered by the arbitral tribunal arbitrators shall be final and binding upon on the parties theretothereto and judgment on such award may be entered in any court of competent jurisdiction. All costs and expenses incurred by the parties in connection with any arbitration hereunder shall be borne by the party against whom the arbitrators’ award is rendered, and such party shall promptly reimburse the prevailing party may apply in whose favor the arbitrators’ award is rendered for any of such costs and expenses incurred by such party. (c) By agreeing to arbitration, the parties do not intend to deprive any court with jurisdiction of its ability to issue a preliminary injunction, attachment or other form of provisional remedy in aid of the arbitration, and a request for such provisional remedies by a party to a court shall not be deemed a waiver of competent jurisdiction for enforcement of such awardthis agreement to arbitrate. In addition to the event of authority conferred upon the arbitration arbitrators by the rules specified above, the arbitrators shall also have the authority to grant provisional remedies, including injunctive relief. (d) Except as may be required by applicable law or court order, the parties agree to maintain confidentiality as to all aspects of any Dispute pursuant arbitration arising out of, relating to this Section, the losing party in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred or in connection with this Agreement, including any such arbitration’s existence and results, except that nothing herein shall prevent a party from disclosing information regarding such arbitration for purposes of enforcing the award or this arbitration clause, or in any court proceeding requesting the issuance of such Dispute, and provisional remedies. The parties further agree to obtain the arbitration order, ruling or award shall contain a specific provision providing for such paymentarbitrators’ agreement to preserve the confidentiality of the arbitration.

Governing Law; Arbitration. This Letter Agreement shall be governed by, and interpreted construed in accordance with with, the laws Laws of the State of New York without giving effect Delaware applicable to the conflicts of law principles thereofcontracts executed in and to be performed in that State. Any disputeExcept as expressly provided elsewhere in this Letter Agreement, controversy any dispute arising out of, relating to, or claim (eachhaving any connection with, a “Dispute”) this Letter Agreement, including any question regarding its existence, validity, interpretation, performance, breach or termination, and any tort or other extra-contractual or statutory claims arising out of or relating to this Agreementits negotiation, execution or the interpretation, breach, termination, validity or invalidity thereofperformance, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be exclusively and finally settled by arbitration in Hong Kong by accordance with the Hong Kong Rules of the International Court of Arbitration Centre of the International Chamber of Commerce (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC ICC Rules”) ); provided, that nothing in force at the time when the Arbitration Notice is submittedthis Section 10 shall prohibit a party from instituting litigation to enforce any final award in any court of competent jurisdiction. The seat of the arbitration shall be Hong Kongin New York, New York. There The language of the arbitration shall be three (3) arbitratorsEnglish. The complainant and the respondent parties undertake to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to carry out any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevail. The award of the arbitral tribunal shall be final and binding upon the parties theretowithout delay, and waive their right to refer any question of law and any right of appeal on the prevailing party may apply law or merits to a court of competent law or other judicial authority, insofar as such waiver may be validly made. The parties agree that an arbitral tribunal appointed under this Letter Agreement may exercise jurisdiction for enforcement with respect to both this Letter Agreement and any of the exhibits or schedules hereto (except as otherwise expressly provided therein), and that any disputes involving more than one of such award. In the event agreements, exhibits or schedules shall proceed as a consolidated arbitration in accordance with Article 10 of the arbitration of any Dispute ICC Rules. The arbitrator selected pursuant to this Section, the losing party in such arbitration Section 10 shall pay award to the prevailing party all expenses party, if any, the costs and fees (including reasonable attorneys’ fees) fees reasonably incurred by the prevailing party in connection with the arbitration and, if the arbitrator determines a party to be the prevailing party under circumstances where the prevailing party won on some but not all of such Disputethe claims and counterclaims, the arbitrator may award the prevailing party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration and the arbitration order, ruling or award shall contain a specific provision providing for such paymentenforcement of its rights under this Letter Agreement.

Governing Law; Arbitration. This Agreement shall be governed and interpreted in accordance with the laws of the State of New York without giving effect to the conflicts of law principles thereofYork. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, termination or validity or invalidity thereofhereof, shall be referred submitted to arbitration upon the demand request of either any party with notice to the dispute with notice (the “Arbitration Notice”) to the otherother party. The Dispute arbitration shall be settled by arbitration conducted in Hong Kong by under the auspices of the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre HKIAC Administered Arbitration Rules (the “HKIAC Rules”) then in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall effect, which rules are deemed to be Hong Kongincorporated by reference into this Section 4.1. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed listarbitration. The chairman Chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to does not appoint an arbitrator with who has consented to participate within 30 days after selection of the Selection Periodfirst arbitrator, the relevant appointment shall be made by the chairman Chairman of the HKIAC. The arbitral arbitration proceedings shall be conducted in English. To Each party irrevocably waives, to the fullest extent that it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such arbitration in Hong Kong and the HKIAC, and hereby submits to the exclusive jurisdiction of HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevailany such arbitration. The award of the arbitral arbitration tribunal shall be final conclusive and binding upon the parties theretodisputing parties, and any party to the prevailing party dispute may apply to a court of competent jurisdiction for enforcement of such award. In Any party to the event dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitration of any Dispute pursuant to this Section, the losing party in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentarbitral tribunal.

Governing Law; Arbitration. (a) This Agreement shall be governed by and interpreted in accordance with construed under the laws of the State of New York without giving effect Delaware as applied to agreements among Delaware residents entered into and to be performed entirely within Delaware. (b) Notwithstanding subsection (c) below, at the option of IAC or the Company, each of the parties hereto agrees for the benefit of IAC or the Company that any State or Federal court sitting in Delaware shall have exclusive jurisdiction to settle any disputes (including claims for set-off and counterclaims) and enforce any rights which may arise in connection with the validity, effect, interpretation or performance of, or the legal relationships established by, this Agreement or otherwise arising in connection with this Agreement. Each party hereto consents to venue in the Delaware Courts and irrevocably waives, to the conflicts fullest extent permitted by law, the defense of law principles thereofan inconvenient forum to the maintenance of any action therein. Any disputeEach party hereto agrees that the summons and complaint or any other process in any action may be served by notice given in accordance with Section 10, or as otherwise permitted by law. Each party hereto irrevocably waives the right to trial by jury. (c) Subject to the option in favor of IAC or the Company set out in subsection (b) above, any controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, Agreement shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled determined by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Rules of the American Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submittedAssociation. The tribunal shall consist of three arbitrators. The seat of the arbitration shall be Hong Kong. There shall be three (3) arbitratorsNew York. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevail. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. In the event language of the arbitration shall be English. The parties hereto agree that the tribunal constituted under this clause shall have the power to grant the relief of specific performance in appropriate circumstances, and further agree, for the avoidance of doubt, that any Dispute competent court of its jurisdiction (including in the PRC courts) may enforce an order of the tribunal for specific performance. By agreeing to arbitration pursuant to this Sectionclause, the losing party parties hereto waive irrevocably their right to any form of appeal, review or recourse to any state court or other judicial authority, in as far as such arbitration shall pay waiver may validly be made, save that the parties do not intend to the prevailing party all expenses and fees deprive any competent court of its jurisdiction (including reasonable attorneys’ feesthe PRC courts) incurred to issue a pre-arbitral injunction, pre-arbitral attachment or other order in connection with aid of the arbitration proceedings or the enforcement of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentany award.

Governing Law; Arbitration. This Agreement shall be governed by and interpreted construed in accordance with the internal laws of the State of New York without giving effect to the conflicts of law principles thereofYork. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating related to this Agreement, Agreement or the interpretation, breach, termination, validity or invalidity breach thereof, shall be referred to settled by binding arbitration in New York, New York in accordance with the Expedited Procedures (Rules 53-57) of the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). A proceeding shall be commenced upon written demand by the demand of either party to the dispute with notice (the “Arbitration Notice”) Company or Purchaser to the other. The Dispute arbitrator(s) shall enter a judgment by default against any party, which fails or refuses to appear in any properly noticed arbitration proceeding. The proceeding shall be settled conducted by arbitration one (1) arbitrator, unless the amount alleged to be in Hong Kong by the Hong Kong International Arbitration Centre dispute exceeds two hundred fifty thousand dollars (the “HKIAC”) $250,000), in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be which case three (3) arbitratorsarbitrators shall preside. The complainant and arbitrator(s) will be chosen by the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving parties from a list provided by the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selectedAAA, and if the parties shall not be limited in their selection are unable to any prescribed list. The chairman of agree within ten (10) days, the HKIAC AAA shall select the third arbitratorarbitrator(s). If either The arbitrators must be experts in securities law and financial transactions. The arbitrators shall assess costs and expenses of the arbitration, including all attorneys’ and experts’ fees, as the arbitrators believe is appropriate in light of the merits of the parties’ respective positions in the issues in dispute. Each party submits irrevocably to the arbitration fails jurisdiction of any state court sitting in New York, New York or to appoint an arbitrator the United States District Court sitting in New York, New York for purposes of enforcement of any discovery order, judgment or award in connection with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevailsuch arbitration. The award of the arbitral tribunal arbitrator(s) shall be final and binding upon the parties theretoand may be enforced in any court having jurisdiction. The arbitration shall be held in such place as set by the arbitrator(s) in accordance with Rule 55. With respect to any arbitration proceeding in accordance with this section, the prevailing party’s reasonable attorney’s fees and expenses shall be borne by the non-prevailing party. Although the parties, as expressed above, agree that all claims, including claims that are equitable in nature, for example specific performance, shall initially be prosecuted in the binding arbitration procedure outlined above, if the arbitration panel dismisses or otherwise fails to entertain any or all of the equitable claims asserted by reason of the fact that it lacks jurisdiction, power and/or authority to consider such claims and/or direct the remedy requested, then, in only that event, will the parties have the right to initiate litigation respecting such equitable claims or remedies. The forum for such equitable relief shall be in either a state or federal court sitting in New York, New York. Each party waives any right to a trial by jury, assuming such right exists in an equitable proceeding, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. In the event of the arbitration of any Dispute pursuant to this Section, the losing party in such arbitration shall pay irrevocably submits to the prevailing party all expenses jurisdiction of said New York court. New York law shall govern both the proceeding as well as the interpretation and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration construction of such Dispute, this Agreement and the arbitration order, ruling or award shall contain transaction as a specific provision providing for such paymentwhole.

Governing Law; Arbitration. This Agreement The law of California (exclusive of conflict or choice of law rules) shall be governed govern, construe and interpreted in accordance with the laws enforce all of the State rights and duties of New York without giving effect the Parties arising or in any way relating to the conflicts subject matter of law principles thereofthis Agreement. Any In the event of any dispute, claim or controversy or claim (each, a “Dispute”) arising out of or relating to this AgreementAgreement (including any claim based on contract, tort or statute) or the interpretation, breach, termination, enforcement, interpretation or validity or invalidity thereof, including the determination of the scope or applicability of this agreement to arbitrate, (a “Dispute”), then the Parties shall be referred engage in informal, good faith discussions and attempt to arbitration upon resolve the demand of either party Dispute. If the Parties are unable to resolve the dispute with notice (Dispute, then the “Arbitration Notice”) to the other. The Dispute shall be settled determined by confidential binding arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submittedSan Francisco before one arbitrator. The seat of arbitration shall be Hong Kongadministered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. There Judgment on any award pursuant to arbitration may be entered in any court of competent jurisdiction. The arbitrator shall be three (3) arbitratorsa retired judge with at least five years of experience presiding over disputes related to complex commercial transactions. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selectedappointed by agreement of the Parties or, if no agreement can be reached, then each Party shall appoint one JAMS arbitrator for the purpose of selecting the arbitrator to govern the Dispute, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC those two arbitrators shall select the third arbitratorarbitrator to govern the Dispute. In any arbitration arising out of or related to this Agreement, the arbitrator shall award to the prevailing Party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing Party in connection with the arbitration. If either party the arbitrator determines a Party to be the prevailing Party under circumstances where the prevailing Party won on some but not all of the claims and counterclaims, the arbitrator may award the prevailing Party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing Party in connection with the arbitration. Without limiting the effect of Section 4.2(iii), the Parties shall maintain the confidential nature of the arbitration proceeding and the award, except as may be necessary in connection with a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision. Notwithstanding anything herein to the arbitration fails to appoint an arbitrator with the Selection Periodcontrary, the relevant appointment either Party shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2entitled to seek to obtain any provisional remedy, including the provisions concerning the appointment of the arbitratorsinjunctive or similar relief, this Section 5.2 shall prevail. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a from any court of competent jurisdiction for enforcement of such award. In the event of the arbitration of any Dispute pursuant as may be necessary to this Section, the losing party in such arbitration shall pay to the prevailing party all expenses protect that Party’s rights and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentinterests.

Governing Law; Arbitration. This Agreement shall be -------------------------- governed by and interpreted construed in accordance with the laws of the State of New York applicable to contracts made in New York by persons domiciled in New York City and without giving effect regard to the its principles of conflicts of law principles thereoflaws. Any dispute, controversy dispute under this Agreement or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, any Exhibit attached hereto shall be referred submitted to arbitration upon under the demand of either party to the dispute with notice American Arbitration Association (the “Arbitration Notice”"AAA") to the other. The Dispute in New York City, New York, and shall be settled by arbitration in Hong Kong finally and conclusively determined by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat decision of a board of arbitration shall be Hong Kong. There shall be consisting of three (3) arbitratorsmembers (hereinafter referred to as the "Board of Arbitration") selected as according to the rules governing the AAA. The complainant Board of Arbitration shall meet on consecutive business days in New York City, New York, and shall reach and render a decision in writing (concurred in by a majority of the respondent members of the Board of Arbitration) with respect to such dispute the amount, if any, which the losing party is required to pay to the other party in respect of a claim filed. In connection with rendering its decisions, the Board of Arbitration shall each select one arbitrator within adopt and follow the laws of the State of New York. To the extent practical, decisions of the Board of Arbitration shall be rendered no more than thirty (30) calendar days after giving or receiving following commencement of proceedings with respect thereto. The Board of Arbitration shall cause its written decision to be delivered to all parties involved in the demand for arbitration (the “Selection Period”)dispute. Such arbitrators The Board of Arbitration shall be freely selected, authorized and the parties shall not be limited is directed to enter a default judgment against any party refusing to participate in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be proceeding within thirty days of any deadline for such participation. Any decision made by the chairman Board of Arbitration (either prior to or after the expiration of such thirty (30) calendar day period) shall be final, binding and conclusive on the parties to the dispute, and entitled to be enforced to the fullest extent permitted by law and entered in any court of competent jurisdiction. The prevailing party shall be awarded its costs, including attorneys' fees, from the non-prevailing party as part of the HKIACarbitration award. The arbitral proceedings Any party shall be conducted in English. To have the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevail. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply right to a seek injunctive relief from any court of competent jurisdiction for enforcement of in any case where such awardrelief is available. In the event of the arbitration of any Dispute pursuant to this Section, the losing The prevailing party in such arbitration injunctive action shall pay to be awarded its costs, including attorney's fees, from the non-prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentparty.

Governing Law; Arbitration. This Agreement shall be governed by, and interpreted construed and enforced in accordance with the laws of the State of New York California, without giving effect regard to the conflicts of its choice-of-laws or conflicts-of-law principles thereofrules. Any disputeAll claims, controversy or claim (each, a “Dispute”) disputes and other matters in question arising out of of, or relating to to, this Agreement, Agreement or the interpretation, breach, termination, validity or invalidity thereofperformance hereof, shall be referred to submitted to, and determined by, arbitration upon if good faith negotiations among the demand of either party to the parties hereto, if any, do not resolve such claim, dispute with notice (the “Arbitration Notice”) to the otheror other matter. The Dispute Such arbitration shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) proceed in accordance with the Hong Kong International then-current rules for arbitration established by Judicial Arbitration Centre Administered Arbitration Rules Mediation Services, Inc./ENDISPUTE ("JAMS"), unless the “HKIAC Rules”parties hereto mutually agree otherwise, and pursuant to the following procedures: (i) in force at the time when Company on the Arbitration Notice is submittedone hand and the Purchaser on the other hand shall appoint an arbitrator from the JAMS panel of retired judges, and those party-appointed arbitrators shall appoint a third arbitrator from the JAMS panel of retired judges within ten (10) days. The seat of arbitration If the party-appointed arbitrators fail to appoint a third arbitrator within the ten (10) days, such third arbitrator shall be Hong Kong. There appointed by JAMS in accordance with its rules; (ii) reasonable discovery shall be three allowed in arbitration; (3iii) arbitrators. The complainant and all proceedings before the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selectedheld in Orange County, and California; (iv) the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made award rendered by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevail. The award of the arbitral tribunal arbitrators shall be final and binding upon the parties theretobinding, and judgment may be entered in accordance with applicable law and in any court having jurisdiction thereof; (v) the award rendered by the arbitrators shall include (a) a provision that the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. In the event of the arbitration of any Dispute pursuant to this Section, the losing party in such arbitration shall pay recover its costs relating to the prevailing party all expenses arbitration and fees (including reasonable attorneys’ ' fees from the other party, (b) the amount of such costs and fees, and (c) incurred an order that the losing party pay the fees and expenses of the arbitrators. The arbitrator shall by the agreement of the parties expressly be prohibited from awarding punitive damages in connection with the any claim being resolved by arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymenthereunder.

Governing Law; Arbitration. (a) This Agreement shall be governed by and interpreted construed for all purposes under and in accordance with the laws Laws of the State of New York Hong Kong without giving effect thereof to the conflicts principles of law principles thereof. conflict of laws. (b) Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, termination or validity or invalidity thereofhereof, shall first be referred subject to resolution through consultation of the parties to such dispute, controversy or claim. Such consultation shall begin within seven (7) days after one Party hereto has delivered to the other Parties involved a written request for such consultation. If within thirty (30) days following the commencement of such consultation the dispute cannot be resolved, the dispute shall be submitted to arbitration upon the demand request of either party any Party with notice to the dispute with notice other Parties. (the “Arbitration Notice”c) to the other. The Dispute arbitration shall be settled by arbitration conducted in Hong Kong by under the auspices of the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong). There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”)arbitration. Such arbitrators shall be freely selected, and the parties Parties shall not be limited in their selection to any prescribed list. The chairman Chairman of the HKIAC shall select the third arbitrator, who shall be qualified to practice Law in Hong Kong. If either party to the arbitration fails to does not appoint an arbitrator with who has consented to participate within thirty (30) days after selection of the Selection Periodfirst arbitrator, the relevant appointment shall be made by the chairman Chairman of the HKIAC. . (d) The arbitral arbitration proceedings shall be conducted in EnglishChinese. To The arbitration tribunal shall apply the extent that Arbitration Rules of the HKIAC Rules in effect at the time of the arbitration. However, if such rules are in conflict with the provisions of this Section 5.29.14, including the provisions concerning the appointment of the arbitrators, the provisions of this Section 5.2 9.14 shall prevail. ; (e) The arbitrators shall decide any dispute submitted by the parties to the arbitration strictly in accordance with the substantive Law of Hong Kong and shall not apply any other substantive law. (f) Each Party hereto shall cooperate with any party to the dispute in making full disclosure of and providing complete access to all information and documents requested by such party in connection with such arbitration proceedings, subject only to any confidentiality obligations binding on the Party receiving the request. (g) The award of the arbitral arbitration tribunal shall be final and binding upon the parties theretodisputing parties, and any party to the prevailing party dispute may apply to a court of competent jurisdiction for enforcement of such award. In . (h) Any party to the event dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitration of any Dispute pursuant to this Section, the losing party in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentarbitral tribunal.

Governing Law; Arbitration. This Resolution of all disputes arising out of or related to this Agreement or the performance, enforcement, breach or termination of this Agreement and any remedies relating thereto, shall be governed by and interpreted in accordance with construed under the laws substantive Laws of the State of New York York, without giving effect regard to the conflicts of law principles thereofrules that would provide for application of the Law of a jurisdiction outside New York. Any dispute, If such controversy or claim cannot be resolved by means of negotiations as described in Section 13.1, then such controversy or claim shall be resolved by binding arbitration as provided below. The arbitration shall be conducted in English. The award of arbitration shall be final and binding upon both Parties. Any arbitration proceeding shall be conducted in accordance with the Arbitration Rules of the London Court of International Arbitration (each“LCIA”). The place of arbitration shall be London, England. The Parties hereby irrevocably and unconditionally submit to the jurisdiction of the LCIA for the purposes of the arbitration proceedings, and any counterclaims that relate in any respect to the Agreement. The arbitration shall be conducted by a “Dispute”panel of three persons. Within thirty (30) days after initiation of arbitration, each Party shall select one person to act as arbitrator and the two Party-selected arbitrators shall select a third arbitrator within 30 days of their appointment, which third arbitrator must be experienced in the pharmaceutical business. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be appointed by the LCIA. The procedures specified in this Section 13.3 shall be the sole and exclusive procedures for the resolution of disputes between the Parties arising out of or relating to this Agreement; provided, that a Party, without prejudice to the above procedures, may seek injunctive relief or other provisional judicial relief if in its sole judgment such action is necessary to avoid irreparable damage, and further provided that any disputes regarding the interpretationscope, breachpatentability, terminationinventorship, validity or invalidity thereof, shall enforceability of any Patent may be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled submitted for resolution by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevail. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of in the country in which such awardPatent was filed or issued. In Despite such action the event of Parties will continue to participate in good faith in the arbitration of any Dispute pursuant to procedures specified in this Section, the losing party in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentSection 13.3.

Governing Law; Arbitration. This Agreement shall be governed by, and interpreted construed and enforced in accordance with with, the laws of the State of New York York, without giving effect to the principles of conflicts of law principles thereof. Any disputecontroversy, controversy claim or claim (each, a “Dispute”) dispute arising out of or relating to this Agreement, Agreement or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute breach thereof shall be settled solely and exclusively by binding arbitration in Hong Kong New York, New York administered by the Hong Kong International Arbitration Centre (the “HKIAC”) JAMS. Such arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre Administered then prevailing JAMS Streamlined Arbitration Rules & Procedures, with the following exceptions to such rules if in conflict: (the “HKIAC Rules”a) in force at the time when the Arbitration Notice is submitted. The seat of arbitration one arbitrator shall be Hong Kong. There shall be three chosen by JAMS; (3b) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party Party to the arbitration fails to appoint will pay an arbitrator equal share of the expenses and fees of the arbitrator, together with other expenses of the Selection Period, the relevant appointment shall be made arbitration incurred or approved by the chairman arbitrator; and (c) arbitration may proceed in the absence of any Party if written notice (pursuant to the JAMS’ rules and regulations) of the HKIACproceedings has been given to such Party. Each Party shall bear its own attorneys fees and expenses. The arbitral proceedings shall be conducted Parties agree to abide by all decisions and awards rendered in Englishsuch proceedings. To Such decisions and awards rendered by the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevail. The award of the arbitral tribunal arbitrator shall be final and binding upon the parties theretoconclusive. All such controversies, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. In the event of the arbitration claims or disputes shall be settled in this manner in lieu of any Dispute pursuant to action at law or equity; provided, however, that nothing in this Sectionsubsection shall be construed as precluding the bringing an action for injunctive relief as provided in Section 7. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE OR IF THE PARTIES ARE SEEKING INJUNCTIVE OR EQUITABLE RELIEF AS PROVIDED ABOVE, the losing party in such arbitration shall pay to the prevailing party all expenses and fees THEN EACH PARTY, (including reasonable attorneys’ feesi) incurred in connection with the arbitration of such DisputeTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, and the arbitration orderHEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, ruling or award shall contain a specific provision providing for such paymentPROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO, AND (ii) SUBMITS TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE FEDERAL OR STATE COURTS LOCATED IN NEW YORK COUNTY, NEW YORK AND EACH PARTY HERETO AGREES NOT TO INSTITUTE ANY SUCH ACTION OR PROCEEDING IN ANY OTHER COURT IN ANY OTHER JURISDICTION. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN THE COURTS REFERRED TO IN THIS SECTION 12.

Governing Law; Arbitration. This Agreement Warrant Certificate and the Warrants shall be governed by, and interpreted construed in accordance with with, the laws of the State of New York California, without giving effect to the conflicts of law principles thereoflaws principles. Any dispute, claim or controversy or claim (each, a “Dispute”) arising out of or relating to the Warrants or this Agreement, Warrant Certificate or any breach thereof between the interpretation, breach, termination, validity or invalidity thereof, parties shall be referred submitted to arbitration FINAL AND BINDING ARBITRATION BEFORE JAMS IN THE STATE OF CALIFORNIA, COUNTY AND CITY OF LOS ANGELES, PURSUANT TO THE JAMS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES. ALL PARTIES FURTHER AGREE THAT THE ARBITRATION SHALL BE CONDUCTED BEFORE A SINGLE JAMS ARBITRATOR WHO IS A RETIRED CALIFORNIA OR FEDERAL JUDGE OR JUSTICE. The parties shall mutually agree on one arbitrator from the list provided by the arbitrating organization; provided that if the parties cannot agree, then each party shall select one arbitrator from the list, and the two (2) arbitrators so selected shall agree upon a third (3rd) arbitrator chosen from the demand of either party same list, which third (3rd) arbitrator shall determine the dispute. The arbitrator shall, to the dispute with notice (fullest extent permitted by law, have the “Arbitration Notice”) power to grant all legal and equitable remedies including provisional remedies and award compensatory damages provided by law, however, the otherarbitrator shall not have authority to award punitive or exemplary damages. The Dispute arbitrator shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) award costs and attorneys’ fees in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submittedterms and conditions of this Warrant Certificate. The seat of prevailing party in any arbitration or litigation shall be Hong Kong. There shall be three reimbursed for its arbitration costs (3including attorneys’ fees) arbitratorsby the non-prevailing party. The complainant and parties further agree that, upon application of the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving prevailing party, any Judge of the demand Superior Court of the State of California, for the County of Los Angeles, may enter a judgment based on the final arbitration (award issued by the “Selection Period”). Such arbitrators shall be freely selectedJAMS arbitrator, and the parties shall not be limited in their selection expressly agree to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party submit to the arbitration fails jurisdiction of this Court for such a purpose. No action at law or in equity based upon any claim arising out of or related to appoint an arbitrator with the Selection Period, the relevant appointment this Warrant Certificate shall be made instituted in any court by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevail. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing any party may apply (or their respective equity holders) except (A) an action to a court of competent jurisdiction for enforcement of such award. In the event of the compel arbitration of any Dispute pursuant to this Section, the losing party Section 19 or (B) an action to enforce an award obtained in such an arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred proceeding in connection accordance with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentthis Section 19. THE PARTIES UNDERSTAND THAT BY AGREEMENT TO BINDING ARBITRATION THEY ARE GIVING UP THE RIGHTS THEY MAY OTHERWISE HAVE TO TRIAL BY A COURT OR A JURY AND ALL RIGHTS OF APPEAL AND TO AN AWARD OF PUNITIVE OR EXEMPLARY DAMAGES.

Governing Law; Arbitration. 27.1 This Agreement is governed by, and shall be governed and interpreted construed in accordance with the laws of the State of New York without giving effect to the conflicts of law principles thereof. with, English law. 27.2 Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to in connection with this Agreement, or the interpretation, breach, terminationincluding any question regarding its existence, validity or invalidity thereoftermination, shall be referred to and finally resolved by arbitration upon under the demand Rules of either party to the dispute with notice Arbitration (the “Arbitration NoticeRules”) to of the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong London Court of International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC RulesLCIA Court”) in force at the time when the Arbitration Notice is submitted. The seat date of arbitration shall this Agreement, which Rules are deemed to be Hong Kongincorporated by reference to this Clause 27. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties Parties agree that one arbitrator shall not be limited nominated by each party for appointment by the LCIA Court in their selection to any prescribed listaccordance with the Rules. The chairman of the HKIAC third arbitrator who shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by act as the chairman of the HKIAC. The arbitral proceedings tribunal, shall be conducted in English. To nominated by agreement of the extent that two party-approved arbitrators within fourteen days of the HKIAC Rules are in conflict with the provisions confirmation of this Section 5.2, including the provisions concerning the appointment of the arbitratorssecond arbitrator, or in default of such agreement, appointed by the LCIA Court. The seat of the arbitration shall be London. The language of this arbitration shall be English. 27.3 The arbitrators shall have the power to grant any legal or equitable remedy or relief available under law, including but not limited to injunctive relief, whether interim and/or final, and specific performance, and any measures ordered by the arbitrators may be specifically enforced by any court of competent jurisdiction. Each Party retains the right to seek interim or provisional measures, including but not limited to injunctive relief and including but not limited to pre-arbitral attachments or injunctions, from any court of competent jurisdiction, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. For the avoidance of doubt, this Section 5.2 shall prevail. The award Clause 27 is not intended to limit the powers of the court exercisable in support of arbitration proceedings pursuant to section 44 of the Arbitration Axx 0000 of England. 27.4 In order to facilitate the comprehensive resolution of related disputes, the Parties agree that upon request of any Party to an arbitration pursuant to this Clause 27, the arbitral tribunal may, within 90 days of its appointment, consolidate the arbitration with any other arbitration or proposed arbitration involving any of the Parties and relating to this Agreement and/or any other agreement (a “Related Agreement”) for the sale and purchase of any participation interest in the Company other than the Participation Interests executed simultaneously with this Agreement. The arbitral tribunal shall not consolidate such arbitrations unless it determines that (a) there are issues of fact or law common to the arbitrations in question so that a consolidated proceeding would be final and binding upon the parties theretomore efficient than separate proceedings, and the prevailing party may apply to (b) no Party would be prejudiced as a court of competent jurisdiction for enforcement result of such awardconsolidation through undue delay or otherwise. In the event of different rulings on this question by the arbitration of tribunal constituted hereunder and the tribunal constituted under any Dispute pursuant to this SectionRelated Agreement, the losing party ruling of the first formed panel shall control. In the case of the consolidated proceeding, the arbitrators in such arbitration that proceeding shall pay to be appointed by the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentLCIA Court.

Governing Law; Arbitration. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and interpreted construed in accordance with the laws of the State of New York without giving effect to the conflicts of law principles thereofHong Kong. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, termination or validity or invalidity thereofhereof, shall be referred submitted to arbitration upon the demand request of either any party with notice to the dispute with notice (the “Arbitration Notice”) to the otherother parties. The Dispute arbitration shall be settled by arbitration conducted in Hong Kong by under the auspices of the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered UNCITRAL Arbitration Rules (the “HKIAC UNCITRAL Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall effect, which rules are deemed to be Hong Kongincorporated by reference into this Section 9(a). There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed listarbitration. The chairman Chairman of the HKIAC shall select the third arbitrator, who shall be qualified to practice law in Hong Kong. If either party to the arbitration fails to does not appoint an arbitrator with who has consented to participate within thirty (30) days after selection of the Selection Periodfirst arbitrator, the relevant appointment shall be made by the chairman Chairman of the HKIAC. The arbitral arbitration proceedings shall be conducted in English. To Each party hereto shall cooperate with any party to the dispute in making full disclosure of and providing complete access to all information and documents requested by such party in connection with such arbitration proceedings, subject only to any confidentiality obligations binding on the party receiving the request. Each party irrevocably waives, to the fullest extent that it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such arbitration in Hong Kong and the HKIAC, and hereby submits to the exclusive jurisdiction of HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevailany such arbitration. The award of the arbitral arbitration tribunal shall be final conclusive and binding upon the parties theretodisputing parties, and any party to the prevailing party dispute may apply to a court of competent jurisdiction for enforcement of such award. In Any party to the event dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitration of any Dispute pursuant to this Section, the losing party in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentarbitral tribunal.

Governing Law; Arbitration. This Agreement shall and the rights and obligations of the parties hereunder will be governed and interpreted construed in accordance with and governed by the laws law of the State Commonwealth of New York Massachusetts (without giving effect to the conflicts conflict of law principles thereof), except as may be preempted by the Employee Retirement Income Security Act of 1974, 29 U.S.C. §1001 et seq. Any dispute, controversy or claim (each, If a “Dispute”) arising dispute arises out of or relating relates to this Agreement, or the interpretation, its breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties have not been successful in resolving such dispute through negotiation, the parties agree to refer the dispute to final and binding arbitration by a sole arbitrator under the American Arbitration Association (“AAA”) Arbitration Rules (“Rules”) for employment disputes in effect on the date of this Agreement. The arbitration shall be in the county of Middlesex, Massachusetts, unless otherwise agreed by the parties. The parties also agree that the arbitrator shall have the power to award any remedies, including attorneys’ fees and costs (including arbitration costs), available under applicable law. The decision of the arbitrator shall be in writing. The arbitrator shall apply the substantive law of the Commonwealth of Massachusetts without giving effect to any principles of conflict of laws under the laws of the Commonwealth of Massachusetts. Judgment upon the award rendered in the arbitration may be entered in any court having jurisdiction thereof. The Executive and the Company agree that each party shall bear its own expenses (including attorney’s fees) and an equal share of the expenses of the arbitrator and the fees of the AAA. The parties, their representatives, other participants and the mediator and arbitrator shall hold the existence, content and result of the arbitration in confidence. Nothing in this section shall be construed to preclude any party from seeking injunctive relief in order to protect its rights pending arbitration. A request by a party to a court for such injunctive relief shall not be limited in their selection to any prescribed list. The chairman deemed a waiver or violation of the HKIAC shall select the third arbitratorobligation to arbitrate. If either By agreeing to submit any disputes to arbitration in accordance with this section, each party hereby fully and forever waives such party’s right to the a trial by jury of any such disputes, claims or controversies. In so doing, each party hereby acknowledges and agrees that judgment on any such disputes, claims or controversies submitted to arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall hereunder may be made entered by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevail. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. In the event of the arbitration of any Dispute pursuant to this Section, the losing party in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentneutral arbitrator.

Governing Law; Arbitration. This Agreement shall be governed by and interpreted construed in accordance with the internal laws of the State of New York without giving effect to the conflicts of law principles thereofYork. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating related to this Agreement, Debenture or the interpretation, breach, termination, validity or invalidity breach thereof, shall be referred to settled by binding arbitration in New York, New York in accordance with the Expedited Procedures (Rules 53-57) of the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). A proceeding shall be commenced upon written demand by the demand of either party to the dispute with notice (the “Arbitration Notice”) Company or Holder to the other. The Dispute arbitrator(s) shall enter a judgment by default against any party, which fails or refuses to appear in any properly noticed arbitration proceeding. The proceeding shall be settled conducted by arbitration one (1) arbitrator, unless the amount alleged to be in Hong Kong by the Hong Kong International Arbitration Centre dispute exceeds two hundred fifty thousand dollars (the “HKIAC”) $250,000), in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be which case three (3) arbitratorsarbitrators shall preside. The complainant and arbitrator(s) will be chosen by the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving parties from a list provided by the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selectedAAA, and if the parties shall not be limited in their selection are unable to any prescribed list. The chairman of agree within ten (10) days, the HKIAC AAA shall select the third arbitratorarbitrator(s). If either The arbitrators must be experts in securities law and financial transactions. The arbitrators shall assess costs and expenses of the arbitration, including all attorneys’ and experts’ fees, as the arbitrators believe is appropriate in light of the merits of the parties’ respective positions in the issues in dispute. Each party submits irrevocably to the arbitration fails jurisdiction of any state court sitting in New York, New York or to appoint an arbitrator the United States District Court sitting in New York, New York for purposes of enforcement of any discovery order, judgment or award in connection with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevailsuch arbitration. The award of the arbitral tribunal arbitrator(s) shall be final and binding upon the parties theretoand may be enforced in any court having jurisdiction. The arbitration shall be held in such place as set by the arbitrator(s) in accordance with Rule 55. With respect to any arbitration proceeding in accordance with this section, the prevailing party’s reasonable attorney’s fees and expenses shall be borne by the non-prevailing party. Although the parties, as expressed above, agree that all claims, including claims that are equitable in nature, for example specific performance, shall initially be prosecuted in the binding arbitration procedure outlined above, if the arbitration panel dismisses or otherwise fails to entertain any or all of the equitable claims asserted by reason of the fact that it lacks jurisdiction, power and/or authority to consider such claims and/or direct the remedy requested, then, in only that event, will the parties have the right to initiate litigation respecting such equitable claims or remedies. The forum for such equitable relief shall be in either a state or federal court sitting in New York, New York. Each party waives any right to a trial by jury, assuming such right exists in an equitable proceeding, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. In the event of the arbitration of any Dispute pursuant to this Section, the losing party in such arbitration shall pay irrevocably submits to the prevailing party all expenses jurisdiction of said New York court. New York law shall govern both the proceeding as well as the interpretation and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration construction of such Dispute, this Agreement and the arbitration order, ruling or award shall contain transaction as a specific provision providing for such paymentwhole.

Governing Law; Arbitration. (a) This Agreement shall be governed by, and interpreted construed in accordance with with, the laws Laws of the State of New York applicable to contracts executed in and to be performed in that State, without giving effect regard to principles of the conflicts conflict of law principles thereof. laws. (b) Any disputedispute arising out of, controversy or claim in connection with this Agreement or any of the Ancillary Agreements or any transactions contemplated hereby or thereby, including any question regarding the existence, validity, interpretation, breach or termination of this Agreement or any of the Ancillary Agreements (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof), shall be referred to arbitration referred, upon the demand of either party to the dispute with written notice (the a “Arbitration Dispute Notice”) given by one Party to the otherother(s), to a senior executive from each Party. The senior executives shall seek to resolve the Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator on an amicable basis within thirty (30) days after giving of the Dispute Notice being received (c) Any Dispute not resolved within thirty (30) days of the Dispute Notice being received shall be referred to, and shall be finally and exclusively resolved by, arbitration under the LCIA Rules then in effect, as amended by this Section 14.09, which LCIA Rules are deemed to be incorporated by reference into this Section 14.09. The seat, or receiving legal place, of the demand for arbitration (shall be London, England. The language of the “Selection Period”)arbitration shall be English. Such The number of arbitrators shall be freely selected, three (3). Each Party shall nominate one arbitrator and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made two arbitrators nominated by the chairman Parties shall, within thirty (30) days of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitratorssecond arbitrator, this Section 5.2 agree upon and nominate a third arbitrator who shall prevailact as Chairman of the Tribunal. If no agreement is reached within thirty (30) days, the LCIA Court shall appoint a third arbitrator to act as Chairman of the Tribunal. The award Chairman of the arbitral tribunal arbitration panel should not be a citizen or a resident of the country of an arbitrator nominated by, or appointed on behalf of, a Party nor should the Chairman be a citizen or a resident of the United States of America or the United Arab Emirates. It is hereby expressly agreed that if there is more than one claimant party or more than one respondent party, the claimant parties shall together nominate one arbitrator and the respondent parties shall together nominate one arbitrator. In the event that a sole claimant or the claimant parties, on the one side, or a sole respondent or the respondent parties, on the other side, fails to nominate its/their arbitrator, such arbitrator shall be appointed by the LCIA Court. Any award issued by the arbitrators shall be final and binding upon the parties theretoParties, and, subject to this Section 14.09(c) and to Section 14.09(d), may be entered and enforced in any court of competent jurisdiction by any of the prevailing party Parties. In the event any Party subject to such final and binding award desires to have it confirmed by a final order of a court, the only court which may apply to do so shall be a court of competent jurisdiction located in London, England; provided however, that nothing in this sentence shall prejudice or prevent a Party from enforcing the arbitrators’ final and binding award in any court of competent jurisdiction. The Parties hereto acknowledge and agree that any breach of the terms of this Agreement or any of the Ancillary Agreements could give rise to irreparable harm for which money damages would not be an adequate remedy. Accordingly, the Parties agree that, prior to the formation of the Tribunal, the Parties have the right to apply exclusively to any court of competent jurisdiction or other judicial authority located in London, England for interim or conservatory measures, including, without limitation, to compel arbitration (an “Interim Relief Proceeding”). Furthermore, the Parties agree that, after the formation of the Tribunal, the arbitrators shall have the sole and exclusive power to grant temporary, preliminary and permanent relief, including injunctive relief and specific performance, and any then pending Interim Relief Proceeding shall be discontinued without prejudice to the rights of any of the parties thereto. Unless otherwise ordered by the arbitrators pursuant to the terms hereof, the arbitrators’ expenses shall be shared equally by the Parties. In furtherance of the foregoing, each of the Parties hereto irrevocably submits to: (i) the exclusive jurisdiction of the courts of England located in London, England in relation to any Interim Relief Proceeding and; (ii) the non-exclusive jurisdiction of the courts of England located in London, England with respect to the enforcement of any arbitral award rendered in accordance with this Section 14.09; and, with respect to any such awardsuit, action or proceeding, waives any objection that it may have to the courts of England located in London, England on the grounds of inconvenient forum. In For the event avoidance of doubt, where an arbitral tribunal is appointed under this Agreement, the whole of its award shall be deemed for the purposes of the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards of 1958 to be contemplated by this Agreement or any of the Ancillary Agreements, as the case may be (and judgment on any such award may be entered in accordance with the provisions set forth in this Section 14.09). (d) Each of Oyster and Pearl hereby irrevocably waives to the fullest extent permitted by applicable Law whatever defense it may have of sovereign immunity against suit or enforcement, for itself and its property (presently owned or subsequently acquired, and whether related to this Agreement or any of the Ancillary Agreements, as the case may be, or not), in: (i) any arbitration proceedings commenced and held in London, England in accordance with this Section 14.09(c); (ii) any Interim Relief Proceeding commenced and held in a court of competent jurisdiction in London, England, in accordance with Section 14.09(c); (iii) any proceedings in a court of competent jurisdiction located in London, England to confirm an award rendered by the arbitrators in accordance with this Section 14.09; and (iv) any proceedings in a court of competent jurisdiction to enforce an award, and each of Oyster and Pearl agrees that it will not raise, claim or cause to be pleaded any such immunity at or in respect of any Dispute pursuant such action or proceeding. (e) The Parties hereto agree that the process by which any arbitral or other proceedings in London, England are begun may be served on them by being delivered to this SectionLaw Debenture Corporate Services Limited or their registered offices for the time being and by giving notice in accordance with Section 14.01. If Law Debenture Corporate Services Limited is not or ceases to be effectively appointed to accept service of process in England on any Party’s behalf, such Party shall immediately appoint a further person in England to accept service of process on its behalf. If within fifteen (15) days of notice from a Party requiring another Party to appoint a person in England to accept service of process on its behalf the other Party fails to do so, the losing party in Party shall be entitled to appoint such arbitration shall pay a person by written notice to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred other Party. Nothing in connection with this paragraph shall affect the arbitration right of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentParties to serve process in any other manner permitted by Law.

Governing Law; Arbitration. This Agreement is governed by and shall be governed and interpreted construed in accordance with the laws of the State state of New York without giving effect to the conflicts any conflict of law principles thereofprinciples. Any disputeWithout prejudice to Section E.7.b, controversy or claim (each, a “Dispute”) any dispute arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity breach thereof, which cannot otherwise be resolved as provided above shall be referred to resolved by binding arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) conducted in accordance with the Hong Kong International commercial arbitration rules of the American Arbitration Centre Administered Arbitration Rules Association (the “HKIAC RulesArbitrator”) (or, major international arbitration institution agreed by the Parties) and judgement upon the award rendered by the arbitration may be entered in force at the time when the Arbitration Notice is submittedany court of competent jurisdiction. The seat 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 arbitrators, one will be appointed by each Party and the third will be appointed in accordance with such rules. The place of arbitration shall be Hong Kong. There New York, New York, United States of America, unless the Parties shall be three have agreed to another location within fifteen (315) arbitratorscalendar days from the first referral of the dispute to the Arbitrator. The complainant and decision or award made by the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selectedwritten, final and binding, and the parties shall not Parties waive any right to appeal the arbitral award, to the extent a right to appeal may be limited in their selection to any prescribed listlawfully waived. The chairman costs of any arbitration, including administrative fees and fees of the HKIAC arbitrator or arbitrators, shall select be shared equally by the third arbitratorParties, unless otherwise specified by the arbitrator or arbitrators. If either party to the Party initiating the arbitration fails is determined in the arbitral award to appoint an arbitrator with have lost the Selection PeriodDispute, such Party shall pay the relevant appointment other Party’s attorneys’ and expert fees. Otherwise, each Party shall be made by bear the chairman cost of its own attorneys’ and expert fees. Each Party retains the right to seek judicial assistance: (a) to compel arbitration; and (b) to enforce any decision of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2arbitrator, including the provisions concerning the appointment of the arbitrators, final award. The arbitration proceedings contemplated by this Section 5.2 shall prevail. The award of the arbitral tribunal C.7.j shall be final as confidential and binding upon private as permitted by law. To that end, the parties theretoParties shall not disclose the existence, content or results of *** Represents material which has been redacted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933, as amended. any proceedings conducted in accordance with this Section C.7.j, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. In the event of the arbitration of any Dispute pursuant to this Section, the losing party in such arbitration shall pay to the prevailing party deem that all expenses and fees (including reasonable attorneys’ fees) incurred materials submitted in connection with such proceedings are for the arbitration purpose of such Disputesettlement and compromise; provided, however, that this confidentiality provision shall not prevent a petition to vacate or enforce an arbitral award, and shall not bar disclosures required by law (including any rule, regulation or policy statement of any national securities exchange, market or automated quotation system on which the arbitration order, ruling Receiving Party’s securities are listed or award shall contain a specific provision providing for such paymentquoted).

Governing Law; Arbitration. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and interpreted construed in accordance with the laws of the State of New York without giving effect to the conflicts any choice or conflict of law principles provision or rule thereof. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, termination or validity or invalidity thereofhereof, shall be referred submitted to arbitration upon the demand request of either any party with notice to the dispute with notice (the “Arbitration Notice”) to the otherother party. The Dispute arbitration shall be settled by arbitration conducted in Hong Kong by under the auspices of the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre HKIAC Administered Arbitration Rules (the “HKIAC Rules”) then in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall effect, which rules are deemed to be Hong Kongincorporated by reference into this Section 9(b). There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed listarbitration. The chairman Chairman of the HKIAC shall select the third arbitrator, who shall be qualified to practice law in Hong Kong. If either party to the arbitration fails to does not appoint an arbitrator with who has consented to participate within thirty (30) days after selection of the Selection Periodfirst arbitrator, the relevant appointment shall be made by the chairman Chairman of the HKIAC. The arbitral arbitration proceedings shall be conducted in English. To Each party irrevocably waives, to the fullest extent that it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such arbitration in Hong Kong and the HKIAC, and hereby submits to the exclusive jurisdiction of HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevailany such arbitration. The award of the arbitral arbitration tribunal shall be final conclusive and binding upon the parties theretodisputing parties, and any party to the prevailing party dispute may apply to a court of competent jurisdiction for enforcement of such award. In Any party to the event dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitration of any Dispute pursuant to this Section, the losing party in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentarbitral tribunal.

Governing Law; Arbitration. (a) This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and interpreted construed in accordance with with, the internal laws of the State of New York Louisiana, without giving effect regard to the laws of any other jurisdiction that might be applied because of the conflicts of law laws principles thereof. of the State of Louisiana. (b) Any disputecontroversy, controversy claim, or claim (each, a “Dispute”) dispute arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity breach thereof, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong administered by the Hong Kong International American Arbitration Centre (the “HKIAC”) Association in accordance with its Commercial Arbitration Rules, and judgment on the Hong Kong International Arbitration Centre Administered Arbitration Rules (award rendered by the “HKIAC Rules”) arbitrators may be entered in force at any court having jurisdiction thereof. Accordingly, the time when parties to this Agreement understand and agree that they have waived their rights to have any claims and/or disputes arising out of this Agreement litigated and/or adjudicated in a court of law, and thus agree that arbitration as provided herein is the Arbitration Notice is submittedexclusive process for resolving any and all legal and/or equitable claims and/or arising out of this Agreement. This waiver means that the parties irrevocably waive all of their rights to a judge or jury trial, whether in federal, state, administrative or local courts in any action, proceeding or counterclaim arising out of or relating to this Agreement or the transactions contemplated hereby and a party shall only present such claims and/or disputes for resolution through arbitration as provided in this Agreement. The seat arbitration proceedings shall be conducted before a panel of three (3) neutral arbitrators. The administrative fee and all costs of the arbitration, including the arbitrators’ compensation, shall be allocated equally between the parties. Each party to the arbitration shall be responsible for their own costs and attorney’s fees. The place of arbitration shall be Hong Kong. There shall be three (3) arbitratorsNew Orleans, Louisiana. The complainant and parties acknowledge that this Agreement evidences a transaction involving interstate commerce. The United States Arbitration Act shall govern the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selectedinterpretation, enforcement, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party proceedings pursuant to the arbitration fails clause in this Agreement. (c) Either party may apply to appoint an the arbitrators seeking injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either party also may, without waiving any remedy under this Agreement, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party, pending the establishment of the arbitral tribunal or pending the arbitral tribunal’s determination of the merits of the dispute or controversy. (d) The award of the arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings in writing, shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment signed by a majority of the arbitrators, this Section 5.2 and shall prevail. The award of include a statement setting forth the arbitral tribunal shall be final and binding upon reasons for the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. In the event of the arbitration disposition of any Dispute pursuant to this Section, the losing party in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentclaim.

Governing Law; Arbitration. This Agreement shall will be governed deemed a contract made under, and interpreted for all purposes will be construed in accordance with, the laws of Arizona. You and the Company agree that any controversy or claim relating to this Agreement or any breach thereof, and any claims you may have arising from or relating to your employment (or separation from employment) with the Company or that the Company may have against you arising from or relating to your employment with the Company, of any nature whatsoever, other than for workers’ compensation, unemployment or disability benefits, will be settled solely and finally by binding arbitration in Maricopa County, Arizona before a single neutral arbitrator in accordance with the laws Employment Arbitration Rules and Mediation Procedures of the American Arbitration Association (“AAA”) then in effect in the State of New York without giving effect Arizona, which can be found at xxx.xxx.xxx, and for which you can request a copy from the Company. This mutual agreement to arbitrate shall be governed for all legal purposes by the conflicts of law principles thereofFederal Arbitration Act. Any dispute, controversy or You agree that any claim (each, a “Dispute”) arising out of or relating brought pursuant to this AgreementAgreement shall be brought in your individual capacity only, and not as a class, collective, or representative action and that the interpretationarbitrator has no power or authority to preside over a class, breachcollective or representative action. Judgment upon the award, terminationif any, validity or invalidity rendered by the arbitrator may be entered in any court having jurisdiction thereof, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall provided that this Section 10 will not be limited in their selection construed to eliminate or reduce any prescribed list. The chairman of right the HKIAC shall select the third arbitrator. If either party Company or you may otherwise have to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevail. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to obtain a temporary restraining order or a preliminary or permanent injunction from a court of competent jurisdiction for enforcement of such award. In the event to enforce any of the arbitration covenants contained in this Agreement before the matter can be heard in arbitration. The arbitrator shall issue written findings of fact and conclusions of law. YOU AND THE COMPANY UNDERSTAND THAT BY AGREEING TO BINDING ARBITRATION YOU AND THE COMPANY ARE GIVING UP YOUR RIGHTS TO TRIAL BY JURY OF ANY CLAIM EITHER MAY HAVE AGAINST EACH OTHER. The arbitrator shall have the authority to award either party their reasonable and substantiated legal fees and costs incurred with respect to any claims upon which they prevail. You agree that nothing in this Agreement prevents you from making a report to or filing a charge with a federal, state, or local government agency and that nothing in this Agreement precludes your participation in an investigation by a government agency. However, after exhaustion of any Dispute such administrative procedures, any remaining issue or dispute between you and the Company shall be resolved exclusively pursuant to the terms of this Section, the losing party in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentSection 10.

Governing Law; Arbitration. (a) This Agreement shall be governed by and interpreted construed in accordance with the laws of the State of New York United Mexican States, without giving effect regard to the its conflicts of law principles thereof. principles. (b) Any disputeclaim, dispute or controversy or claim (each, a “Dispute”) arising out of of, or relating to in connection with the existence, validity, intent, interpretation, performance or enforcement of, this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to finally settled by arbitration upon under the demand Rules of either party to Arbitration of the dispute with notice International Chamber of Commerce, in effect on the date of this Agreement (the “Arbitration NoticeICC Rules”) to the other). The Dispute number of arbitrators shall be settled by arbitration in Hong Kong 3 (three), each of whom shall be appointed by the Hong Kong International Arbitration Centre (the “HKIAC”) Chamber of Commerce in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC ICC Rules”) in force at the time when the Arbitration Notice is submitted. The seat place of arbitration shall be Hong KongMexico City, Mexico. There The award shall be three (3) arbitratorsrendered in English. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in Englishthe English language and all briefs and other nonevidentiary writings submitted to the arbitration panel shall be submitted in the English language. To Any documentary evidence submitted to the extent that arbitration panel shall be submitted in its original language. Any documentary evidence submitted to the HKIAC Rules are arbitration panel shall be submitted in conflict its original language. All fees and expenses incurred in connection with translating documents necessary to distribute to the parties in connection with the provisions of arbitration shall be shared equally between the parties participating in the arbitration. The arbitration procedure set forth in this Section 5.2, including 7.05 shall be the provisions concerning the appointment sole and exclusive means of the arbitrators, settling or resolving any dispute referred to in this Section 5.2 shall prevail7.05. The award of the arbitral tribunal arbitrators shall be final final, nonappealable and binding upon on the parties thereto, and may be presented by any of the prevailing party may apply to a parties for enforcement in any court of competent jurisdiction and the parties hereby consent to the jurisdiction of such court solely for purposes of enforcement of such awardthis arbitration agreement and any award rendered hereunder. In the event any such enforcement action, irrespective of where it is brought, none of the arbitration parties will seek to invalidate or modify the decision of any Dispute pursuant the arbitrators or otherwise to invalidate or circumvent the procedures set forth in this Section, Section 7.05. The fees of the losing party in arbitrators and the other costs of such arbitration shall pay to be borne by the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred parties in connection with such proportions as shall be specified in the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentaward.

Governing Law; Arbitration. This Agreement Agreement, the rights and obligations of the parties hereto, and all claims or disputes relating thereto, shall be governed by and interpreted construed in accordance with the laws of the State Commonwealth of New York Massachusetts, without giving effect regard to the conflicts choice of law principles provisions thereof. Any disputeExcept for disputes arising under Exhibit A, controversy Exhibit B, Exhibit C or claim Exhibit D hereof, which shall be decided pursuant to the terms of those Exhibits, any dispute arising from this Agreement or Executive’s employment with the Company, including but not limited to claims for wrongful termination; violation of Title VII of the Civil Rights Act of 1964 as amended; violations of the Americans with Disabilities Act of 1990; violations of Massachusetts law, including without limitation claims pursuant to Chapter 151B of the Massachusetts General Laws and the Massachusetts Wage Act and Overtime law; or claims for violations of any state law or rule or regulation regarding discrimination, harassment or other wrongful conduct (eachcollectively, a “DisputeCovered Claims”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof), shall be referred to decided solely and exclusively in a final and binding arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong administered by the Hong Kong International Arbitration Centre (the “HKIAC”) JAMS in Boston, Massachusetts, in accordance with the Hong Kong International Arbitration Centre Administered JAMS Employment Arbitration Rules (the “HKIAC Rules”) in force effect at the time when of the Arbitration Notice is submitted. The seat filing of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection PeriodRules”). Such arbitrators , a copy of which is available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/. The arbitrator shall be freely selecteda single arbitrator with expertise in employment disputes, mutually selected by the parties, or, if the parties are unable to agree thereon, a single arbitrator with expertise in employment disputes designated by the Boston office of JAMS. The arbitrator shall have the authority to award all remedies available in a court of law. The Company shall pay the arbitrator’s fees and all fees and costs to administer the arbitration. The parties acknowledge and agree that their obligations to arbitrate under this Section survive the termination of the Agreement and continue after the termination of the employment relationship between the Executive and the parties shall Company. By agreeing to arbitrate disputes arising out of Executive’s employment, both the Executive and the Company voluntarily and irrevocably waive any and all rights to have any such dispute heard or resolved in any forum other than through arbitration as provided herein. This waiver specifically includes, but is not be limited in their selection to, any right to any prescribed listtrial by jury. The chairman of the HKIAC shall select the third arbitrator. If either party Notwithstanding anything to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitratorscontrary set forth herein, this Section 5.2 will not apply to claims for workers’ compensation or unemployment benefits, any claim for injunctive or equitable relief, or any claim arising from Exhibit A, Exhibit B, Exhibit C or Exhibit D to this Agreement brought by the Company or the Executive, which shall prevailbe governed by the terms and conditions thereof. The award All arbitration proceedings hereunder shall be confidential, except: (a) to the extent the parties otherwise agree in writing; (b) as may be otherwise appropriate in response to a request from a government agency, subpoena, or legal process; (c) if the substantive law of the arbitral tribunal shall be final State of Massachusetts (without giving effect to choice of law principles) provides to the contrary; or (d) as is necessary in a court proceeding to enforce, correct, modify or vacate the arbitrator’s award or decision (and binding upon in the case of this subpart (d), the parties theretoagree to take all reasonable steps to ensure that the arbitrator’s award, decision or findings and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. In the event of the arbitration of any Dispute pursuant to this Sectionall other documents, the losing party in such arbitration shall pay to the prevailing party all expenses pleadings and fees (including reasonable attorneys’ fees) incurred in connection papers are filed and/or entered with the arbitration court under seal and/or in a manner that would maintain their confidentiality, including, without limitation, complying with all rules of such Disputeprocedure and local rules for filing documents, pleadings and the arbitration order, ruling or award shall contain a specific provision providing for such paymentpapers under seal).

Governing Law; Arbitration. This Agreement and all questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and interpreted construed in accordance with the laws of the State state of New York without giving effect to the conflicts any choice of law principles thereofrule that would cause the application of the laws of any jurisdiction other than the internal laws of New York to the rights and duties of the Parties hereunder. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, termination or validity or invalidity thereofhereof, shall be referred submitted to arbitration upon the demand request of either party any Party with notice to the dispute with notice (the “Arbitration Notice”) to the otherother Party. The Dispute arbitration shall be settled by arbitration conducted in Hong Kong by under the auspices of the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre HKIAC Administered Arbitration Rules (the “HKIAC Rules”) then in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall effect, which rules are deemed to be Hong Kongincorporated by reference into this Section 7.02. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed listarbitration. The chairman Chairman of the HKIAC shall select the third arbitrator, who shall be qualified to practice law in New York. If either party to the arbitration fails to does not appoint an arbitrator with who has consented to participate within the Selection Periodaforementioned 30-day period, the relevant appointment shall be made by the chairman Chairman of the HKIAC. The arbitral arbitration proceedings shall be conducted in English. To Each party irrevocably waives, to the fullest extent that it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such arbitration in Hong Kong and the HKIAC, and hereby submits to the exclusive jurisdiction of HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevailany such arbitration. The award of the arbitral arbitration tribunal shall be final conclusive and binding upon the parties theretodisputing parties, and any party to the prevailing party dispute may apply to a court of competent jurisdiction for enforcement of such award. In Any party to the event dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitration of any Dispute pursuant to this Section, the losing party in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentarbitral tribunal.

Governing Law; Arbitration. This Agreement shall be governed by and interpreted construed in accordance with the internal laws of the State of New York without giving effect (as opposed to the conflicts of law principles thereof. provisions) of the State of Delaware. (a) Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this AgreementAgreement or its breach, or the interpretation, breachtermination or validity, terminationincluding any question whether a matter is subject to arbitration hereunder, validity is referred to herein as a "DISPUTE." (b) If the parties fail to settle any Dispute within 30 days after any party has given notice to the other parties hereto of the claimed existence of a Dispute, the Dispute shall be resolved by a confidential, binding arbitration. All such Disputes shall be arbitrated in Chicago, Illinois pursuant to the arbitration rules and procedures of J.A.M.S. Endispute before an arbitrator or invalidity thereofarbitrators selected in the manner provided in such rules and procedures, except that the "Final Offer (or Baseball)" Arbitration Option shall not be used unless otherwise agreed in writing. As a condition to JAMS' jurisdiction, the parties shall be entitled to conduct discovery pursuant to the Federal Rules of Civil Procedure. (c) Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction, and each party hereto consents and submits to the jurisdiction of such court for purposes of such action. The statute of limitations, estoppel, waiver, laches and similar doctrines, which would otherwise be applicable in any action brought by a party, shall be referred applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed to arbitration upon be the demand commencement of either party an action for those purposes. The Federal Arbitration Act shall apply to the dispute construction, interpretation and enforcement of this arbitration provision. Each party shall bear its own expenses (including, without limitation, the fees and expenses of legal counsel and accountants) in connection with notice (such arbitration, and Parent and the “Arbitration Notice”) Company shall each bear one-half of the arbitrators' fees and expenses, provided that the arbitral award shall allocate such fees and expenses of counsel, accountants, other advisors and arbitrators according to the other. The Dispute shall be settled by arbitration relative success of the contesting parties in Hong Kong the arbitration, as determined by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selectedaward an amount equal to the actual monetary damages suffered by each contesting party, which may include interest costs incurred by such party and, in the case of the Surviving Corporation, actual reductions in retail earnings before interest, taxes, depreciation and amortization for the parties period in which they occur, but the arbitrators shall not be limited in their selection have the authority to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevail. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. In the event of the arbitration of any Dispute pursuant to this Section, the losing party in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentpunitive damages.

Governing Law; Arbitration. 21.1 This Agreement shall be governed by and interpreted construed in accordance with the laws of the State state of New York York, USA (LAW) without giving effect regard to the conflicts its conflict or choice of law principles thereofprovisions. This Agreement and all related correspondence shall be written in the English language, which shall take precedence over any translation. Vision Plant Inc. CONTRACT NO: LSA 20040831 Telematics Wireless Ltd. 21.2 Any dispute, controversy or claim (each, a “Dispute”) dispute arising out of or relating to in connection with this Agreement, or the interpretation, breach, terminationincluding its existence, validity or invalidity thereoftermination, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) handled in accordance with the Hong Kong following process: 21.3 The Customer and the Supplier's in-country Representative as specified in Articles 27 and 34 shall agree to enter into negotiations to resolve such dispute. Both parties agree to negotiate in good faith to reach a mutually agreeable settlement within a reasonable amount of time. If after a period of twenty (20) calendar days the dispute remains unresolved, it shall then be solely and finally settled by binding arbitration under the Rules of Conciliation and Arbitration of the International Arbitration Centre Administered Arbitration Rules Chamber of Commerce (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submittedICC), which rules are deemed to be incorporated by reference into this article. The seat tribunal shall consist of arbitration shall be Hong Kong. There shall be three (3) arbitratorsarbitrators appointed pursuant to the rules of the ICC and as follows: one arbitrator shall be appointed by the Customer, one by the Supplier. The complainant and the respondent to such dispute shall each select one third arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, appointed by the other two arbitrators and shall be the parties shall not be limited in their selection to any prescribed listpresident of the tribunal. The chairman place of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made the state of New York, USA. The English language shall be used throughout the arbitral proceedings. The judgment rendered by the chairman of arbitrators upon the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevail. The award of the arbitral tribunal shall be final and binding upon the parties thereto, Parties and the prevailing party may apply to a be submitted in any court of competent having jurisdiction for the purposes of obtaining an order of enforcement or judicial acceptance of such the award, as the case may be. 21.4 The Parties shall not be entitled for any reason whatsoever, to stop the implementation of this Agreement or/ and any of the obligations hereto. In As an exception to the aforementioned, in the event that the Customer delays the payment to the Supplier of any overdue amount of the arbitration of any Dispute pursuant to Price, for a period which is longer than fourteen (14) days from the date that this Section, the losing party amount became due and payable in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection accordance with the arbitration terms and conditions of such Disputethis Agreement, and then the arbitration order, ruling or award Supplier shall contain a specific provision providing have the right to stop the implementation of its obligations until the date that the Customer will fulfill its respective obligation for such payment.

Governing Law; Arbitration. This Agreement will be governed by and construed and enforced under the internal laws of the State of New York, without reference to principles of conflict of laws or choice of laws. Any controversy or claim arising under, out of, or in relation to this Agreement or any breach or alleged breach hereof, shall be governed determined and interpreted settled by arbitration, pursuant to the rules then obtaining of the American Arbitration Association (the "AAA"), and the procedures set forth herein. In the event of an inconsistency between the rules of the AAA and the procedures set forth herein, the procedures set forth herein shall control. The location of the arbitration shall be in accordance New York, New York. The arbitration shall be conducted by a panel of three (3) neutral arbitrators who are independent and disinterested with respect to the parties, the Agreement, and the outcome of the arbitration. The parties shall first attempt to select mutually the three (3) arbitrators. If no agreement can be reached by the parties within thirty (30) days of the filing of the demand for arbitration, then each party shall select one (1) arbitrator and the two (2) arbitrators thus selected shall then select the third arbitrator. If any vacancy occurs in the board of arbitrators appointed hereunder by reason of death, resignation, refusal to act, physical incapacity or otherwise, a new arbitrator shall be appointed in the same manner and by the same party or arbitrators, as applicable, by whom the previous incumbent was appointed. The arbitrators shall be instructed and directed to assume case management initiative and control over the arbitration process (including, without limitation, scheduling of events, prehearing discovery and activities, and the conduct of the hearing), in order to complete the arbitration as expeditiously as is reasonably practical for obtaining a just resolution of the dispute. Each party shall bear its own expenses in connection with the arbitration, and shall share equally in the payment of the arbitrators' fees as and when billed by the arbitrators, unless the arbitrators rule otherwise. Such determination by the two (2) of the three (3) arbitrators shall be final, binding and conclusive upon the parties hereto and shall be rendered in such form that it may be judicially confirmed under the laws of the State of New York without giving effect York. The parties hereto expressly consent to the conflicts of law principles thereof. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman exclusive jurisdiction of the HKIAC shall select the third arbitrator. If either party courts in New York County to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment enforce any award of the arbitrators, this Section 5.2 shall prevail. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. In the event of the arbitration of any Dispute pursuant to this Section, the losing party in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such payment.

Governing Law; Arbitration. (a) This Agreement shall be governed by and interpreted construed in accordance with the laws Laws of the State of New York Delaware that apply to agreements made and performed entirely within the State of Delaware, without giving effect regard to the conflicts of law principles thereof. laws provisions thereof or of any other jurisdiction. (b) Any dispute, controversy controversy, difference or claim (each, a “Dispute”) arising out of or relating to this Agreement, or including the existence, validity, interpretation, breachperformance, termination, validity breach or invalidity thereof, termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled and finally resolved by arbitration in Hong Kong administered by the Hong Kong International Arbitration Centre (the “HKIAC”) under the HKIAC’s Administered Arbitration Rules in force when the Notice of Arbitration is submitted (it being understood and agreed that any Proceeding arising out of or relating to the Merger Agreement, the Support Agreement, the Guarantee for Sponsor and the Equity Commitment Letter for Sponsor shall be referred to and finally resolved by litigation in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submittedprovisions thereof). The seat of the arbitration shall be Hong Kong. There The arbitral tribunal shall be consist of three (3) arbitrators. The complainant and the respondent to such dispute ; each party shall each select appoint one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator, who shall act as the presiding arbitrator, shall be appointed by the two party appointed arbitrators. Each arbitrator shall be an experienced U.S. qualified attorney. If either party to no agreement can be reached within the arbitration fails to appoint an arbitrator with the Selection Periodtime period required by HKIAC, the relevant appointment presiding arbitrator shall be made appointed by the chairman of the HKIAC. The arbitral award shall be non-appealable, final and binding upon both parties. The arbitration proceedings shall be conducted in English. To The arbitral tribunal is hereby expressly authorized to establish such extension period as referred to in the extent that the HKIAC Rules are in conflict with the provisions fourth sentence of this Section 5.2, including the provisions concerning the appointment 9.13 (a) of the arbitrators, this Section 5.2 shall prevailMerger Agreement as it may deem appropriate. The award of the arbitral tribunal This arbitration agreement shall be final and binding upon governed by the parties theretolaws of Hong Kong, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. In the event of the arbitration of any Dispute pursuant to this Section, the losing party in such arbitration shall pay without regard to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration conflict of such Dispute, and the arbitration order, ruling laws provisions thereof or award shall contain a specific provision providing for such paymentany other jurisdiction.

Governing Law; Arbitration. 14.1 This Agreement shall be governed by, and interpreted construed in accordance with with, the internal laws of the State of New York Delaware, without giving effect to the principles of conflicts of law principles thereof. Any dispute, law. 14.2 In the event any controversy or claim (eachdispute shall arise between the parties under, a “Dispute”) arising out of of, in connection with, or relating to this Agreement, Agreement or the interpretation, breach, termination, validity or invalidity breach thereof, the party initiating such controversy or making such claim shall be referred provide to arbitration upon the demand other party notice containing a brief and concise statement of the initiating party’s claims, together with relevant facts supporting them. Following the date of said notice, the parties shall make good faith efforts to settle the dispute. In the event the parties have been unable to reach accord using the procedures set forth in this Section 15, either party to the dispute with notice may seek binding arbitration before three (the “Arbitration Notice”3) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) arbitrators in accordance with the Hong Kong International rules of the American Arbitration Centre Administered Arbitration Rules Association (“AAA”). Each party shall appoint one arbitrator and the “HKIAC Rules”) appointed arbitrators shall in force at turn appoint the time when third arbitrator. In the Arbitration Notice is submittedevent the two appointed arbitrators are unable to agree upon the third arbitrator, the AAA shall designate the third arbitrator to arbitrate the controversy or dispute. The seat of arbitration shall be Hong Kongheld in San Diego, California. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within Within thirty (30) days after giving or receiving initiation of arbitration, the demand for parties shall reach agreement upon and thereafter follow procedures assuring that the arbitration will be concluded and the award rendered within no more than six (6) months from selection of the “Selection Period”)three arbitrators. Such arbitrators shall be freely selectedFailing such agreement, AAA will design, and the parties shall not be limited in their selection will follow, such procedures. THE ARBITRATORS SHALL NOT AWARD ANY PARTY PUNITIVE OR EXEMPLARY DAMAGES, AND EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO SEEK SUCH DAMAGES. Each party has the right before or during the arbitration to any prescribed list. The chairman seek and obtain from the appropriate court provisional remedies such as attachment, preliminary injunction, replevin, etc., to avoid irreparable harm, maintain the status quo or preserve the subject matter of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevail. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. In the event of the arbitration of any Dispute pursuant to this Section, the losing party in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentarbitration.

Governing Law; Arbitration. This Agreement Agreement, the rights and obligations of the parties hereto, and all claims or disputes relating thereto, shall be governed by and interpreted construed in accordance with the laws of the State Commonwealth of New York Massachusetts, without giving effect regard to the conflicts choice of law principles provisions thereof. Any disputeExcept for disputes arising under Exhibit A, controversy Exhibit B, Exhibit C or claim Exhibit D hereof, 9 which shall be decided pursuant to the terms of those Exhibits, any dispute arising from this Agreement or Executive’s employment with the Company, including but not limited to claims for wrongful termination; violation of Title VII of the Civil Rights Act of 1964 as amended; violations of the Americans with Disabilities Act of 1990; violations of Massachusetts law, including without limitation claims pursuant to Chapter 151B of the Massachusetts General Laws and the Massachusetts Wage Act and Overtime law; or claims for violations of any state law or rule or regulation regarding discrimination, harassment or other wrongful conduct (eachcollectively, a “DisputeCovered Claims”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof), shall be referred to decided solely and exclusively in a final and binding arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong administered by the Hong Kong International Arbitration Centre (the “HKIAC”) JAMS in Boston, Massachusetts, in accordance with the Hong Kong International Arbitration Centre Administered JAMS Employment Arbitration Rules (the “HKIAC Rules”) in force effect at the time when of the Arbitration Notice is submitted. The seat filing of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection PeriodRules”). Such arbitrators , a copy of which is available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/. The arbitrator shall be freely selecteda single arbitrator with expertise in employment disputes, mutually selected by the parties, or, if the parties are unable to agree thereon, a single arbitrator with expertise in employment disputes designated by the Boston office of JAMS. The arbitrator shall have the authority to award all remedies available in a court of law. The Company shall pay the arbitrator’s fees and all fees and costs to administer the arbitration. The parties acknowledge and agree that their obligations to arbitrate under this Section survive the termination of the Agreement and continue after the termination of the employment relationship between the Executive and the parties shall Company. By agreeing to arbitrate disputes arising out of Executive’s employment, both the Executive and the Company voluntarily and irrevocably waive any and all rights to have any such dispute heard or resolved in any forum other than through arbitration as provided herein. This waiver specifically includes, but is not be limited in their selection to, any right to any prescribed listtrial by jury. The chairman of the HKIAC shall select the third arbitrator. If either party Notwithstanding anything to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitratorscontrary set forth herein, this Section 5.2 will not apply to claims for workers’ compensation or unemployment benefits, any claim for injunctive or equitable relief, or any claim arising from Exhibit A, Exhibit B, Exhibit C or Exhibit D to this Agreement brought by the Company or the Executive, which shall prevailbe governed by the terms and conditions thereof. The award All arbitration proceedings hereunder shall be confidential, except: (a) to the extent the parties otherwise agree in writing; (b) as may be otherwise appropriate in response to a request from a government agency, subpoena, or legal process; (c) if the substantive law of the arbitral tribunal shall be final State of Massachusetts (without giving effect to choice of law principles) provides to the contrary; or (d) as is necessary in a court proceeding to enforce, correct, modify or vacate the arbitrator’s award or decision (and binding upon in the case of this subpart (d), the parties theretoagree to take all reasonable steps to ensure that the arbitrator’s award, decision or findings and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. In the event of the arbitration of any Dispute pursuant to this Sectionall other documents, the losing party in such arbitration shall pay to the prevailing party all expenses pleadings and fees (including reasonable attorneys’ fees) incurred in connection papers are filed and/or entered with the arbitration court under seal and/or in a manner that would maintain their confidentiality, including, without limitation, complying with all rules of such Disputeprocedure and local rules for filing documents, pleadings and the arbitration order, ruling or award shall contain a specific provision providing for such paymentpapers under seal).

Governing Law; Arbitration. This (a) In accordance with Section 5.1, inventorship of inventions and discoveries will be determined in accordance with U.S. patent laws and authorship of copyrighted works will be determined in accordance with U.S. copyright laws. Otherwise, this Agreement shall be governed by and interpreted construed in accordance with the laws of the State of New York Delaware, without giving effect reference to the conflicts any rules of law principles thereof. Any dispute, conflict of laws. (b) If any controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or Agreement cannot first be resolved by the interpretation, breach, termination, validity or invalidity Parties within [**] days after written notice thereof, then, absent written agreement to the contrary, arbitration pursuant to the terms hereof shall be referred the sole and exclusive method of resolution of such dispute. Either Party may submit the controversy or claim to confidential binding arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered JAMS Comprehensive Arbitration Rules (the “HKIAC Rules”) and Procedures then in force at the time when the Arbitration Notice is submittedeffect. The seat of arbitration will be conducted by one arbitrator, mutually selected by the Parties; provided, however, that if the Parties fail to mutually select an arbitrator within [**] Business Days after the claim is submitted to arbitration, then the arbitrator shall be Hong Kong. There shall be three (3) arbitratorsselected by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures then in effect. The complainant and Parties agree to use commercially reasonable efforts to cause the respondent arbitration hearing to such dispute shall each select one arbitrator be conducted within thirty (30) [**] days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitratorsarbitrator, this Section 5.2 shall prevail. The award and to use commercially reasonable efforts to cause the decision of the arbitral tribunal shall arbitrator to be final and binding upon furnished within [**] days after the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. In the event conclusion of the arbitration hearing. The final decision of the arbitrator shall be provided in writing to the Parties and include (a) the dollar amount of any Dispute pursuant award or specific performance, if any, and (b) a determination as to this Sectionwhether either Party shall be required to bear and pay all or a portion of the other Party’s attorneys’ fees and other expenses relating to the arbitration. Judgment upon any award, judgment, decree or order rendered by the losing party arbitrator may be entered in such any court having competent jurisdiction. The place of the arbitration hearing shall be in the City of New York, New York and the language of the arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentbe English.

Governing Law; Arbitration. This Agreement The law of California (exclusive of conflict or choice of law rules) shall be governed govern, construe and interpreted in accordance with the laws enforce all of the State rights and duties of New York without giving effect the Parties arising or in any way relating to the conflicts subject matter of law principles thereofthis Agreement. Any In the event of any dispute, claim or controversy or claim (each, a “Dispute”) arising out of or relating to this AgreementAgreement (including any claim based on contract, tort or statute) or the interpretation, breach, termination, enforcement, interpretation or validity or invalidity thereof, including the determination of the scope or applicability of this agreement to arbitrate, (a “Dispute”), then the Parties shall be referred engage in informal, good faith discussions and attempt to arbitration upon resolve the demand of either party Dispute. If the Parties are unable to resolve the dispute with notice (Dispute, then the “Arbitration Notice”) to the other. The Dispute shall be settled determined by confidential binding arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submittedSan Francisco before one arbitrator. The seat of arbitration shall be Hong Kongadministered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. There Judgment on any award pursuant to arbitration may be entered in any court of competent jurisdiction. The arbitrator shall be three (3) arbitratorsa retired judge with at least five years of experience presiding over disputes related to complex commercial transactions. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selectedappointed by agreement of the Parties or, if no agreement can be reached, then each Party shall appoint one JAMS arbitrator for the purpose of selecting the arbitrator to govern the Dispute, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC those two arbitrators shall select the third arbitratorarbitrator to govern the Dispute. In any arbitration arising out of or related to this Agreement, the arbitrator shall award to the prevailing Party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing Party in connection with the arbitration. If either party the arbitrator determines a Party to be the prevailing Party under circumstances where the prevailing Party won on some but not all of the claims and counterclaims, the arbitrator may award the prevailing Party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing Party in connection with the arbitration. Without limiting the effect of Section 4.2(iii), the Parties shall maintain the confidential nature of the arbitration proceeding and the award, except as may be necessary in connection with a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision. Notwithstanding anything herein to the arbitration fails to appoint an arbitrator with the Selection Periodcontrary, the relevant appointment either Party shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2entitled to seek to obtain any provisional remedy, including the provisions concerning the appointment of the arbitratorsinjunctive or similar relief, this Section 5.2 shall prevail. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a from any court of competent jurisdiction for enforcement of such awardas may be necessary to protect that Party’s rights and interests. In the event of the arbitration of any Dispute pursuant to this Section, the losing party in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such payment16.

Governing Law; Arbitration. This Agreement shall be governed interpreted and interpreted construed in accordance with the substantive laws (and not the law of conflicts) of the State of New York without giving California and the United States of America with the same force and effect as if fully executed and to the conflicts of law principles thereofbe fully performed therein. Any disputeAll actions or proceedings arising in connection with, controversy or claim (each, a “Dispute”) arising out of touching upon or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, breach thereof and/or the scope of the provisions of this Section 24 (a “Proceeding”) shall be referred submitted to JAMS (“JAMS”) for binding arbitration upon under its Comprehensive Arbitration Rules and Procedures if the demand of either party to matter in dispute is over $250,000 or under its Streamlined Arbitration Rules and Procedures if the matter in dispute with notice is $250,000 or less (as applicable, the “Arbitration NoticeRules”) to be held solely in Los Angeles, California, U.S.A., in the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) English language in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules provisions below. 25.1 Each arbitration shall be conducted by an arbitral tribunal (the “HKIAC RulesArbitral Board”) in force at consisting of a single arbitrator who shall be mutually agreed upon by the time when parties. If the Arbitration Notice is submittedparties are unable to agree on an arbitrator, the arbitrator shall be appointed by JAMS. The seat of arbitration arbitrator shall be Hong Konga retired judge with at least ten (10) years experience in commercial matters. The Arbitral Board shall assess the cost, fees and expenses of the arbitration against the losing party, and the prevailing party in any arbitration or legal proceeding relating to this Agreement shall be entitled to all reasonable expenses (including, without limitation, reasonable attorney’s fees). Notwithstanding the foregoing, the Arbitral Board may require that such fees be borne in such other manner as the Arbitral Board determines is required in order for this arbitration clause to be enforceable under applicable law. The parties shall be entitled to conduct discovery in accordance with Section 1283.05 of the California Code of Civil Procedure, provided that (a) the Arbitral Board must authorize all such discovery in advance based on findings that the material sought is relevant to the issues in dispute and that the nature and scope of such discovery is reasonable under the circumstances, and (b) discovery shall be limited to depositions and production of documents unless the Arbitral Board finds that another method of discovery (e.g., interrogatories) is the most reasonable and cost efficient method of obtaining the information sought. 25.2 There shall be a record of the proceedings at the arbitration hearing and the Arbitral Board shall issue a Statement of Decision setting forth the factual and legal basis for the Arbitral Board's decision. If neither party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the Arbitral Board's decision shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the Los Angeles County Superior Court or, in the case of Licensee, such other court having jurisdiction over Licensee, which may be made ex parte, for confirmation and enforcement of the award. If either party gives written notice requesting an appeal within ten (10) business days after the issuance of the Statement of Decision, the award of the Arbitral Board shall be appealed to three (3) arbitratorsneutral arbitrators (the "Appellate Arbitrators"), each of whom shall have the same qualifications and be selected through the same procedure as the Arbitral Board. The complainant and the respondent to such dispute appealing party shall each select one arbitrator file its appellate brief within thirty (30) days after giving or receiving its written notice requesting the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, appeal and the parties other party shall file its brief within thirty (30) days thereafter. The Appellate Arbitrators shall thereupon review the decision of the Arbitral Board applying the same standards of review (and all of the same presumptions) as if the Appellate Arbitrators were a California Court of Appeal reviewing a judgment of the Los Angeles County Superior Court, except that the Appellate Arbitrators shall in all cases issue a final award and shall not be limited in their selection remand the matter to any prescribed listthe Arbitral Board. The chairman decision of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevail. The award of the arbitral tribunal Appellate Arbitrators shall be final and binding upon the parties theretoas to all matters of substance and procedure, and may be enforced by a petition to the prevailing Los Angeles County Superior Court or, in the case of Licensee, such other court having jurisdiction over Licensee, which may be made ex parte, for confirmation and enforcement of the award. The party appealing the decision of the Arbitral Board shall pay all costs and expenses of the appeal, including the fees of the Appellate Arbitrators and the reasonable outside attorneys' fees of the opposing party, unless the decision of the Arbitral Board is reversed, in which event the costs, fees and expenses of the appeal shall be borne as determined by the Appellate Arbitrators. 25.3 Subject to a party's right to appeal pursuant to the above, neither party shall challenge or resist any enforcement action taken by the party in whose favor the Arbitral Board, or if appealed, the Appellate Arbitrators, decided. Each party acknowledges that it is giving up the right to a trial by jury or court. The Arbitral Board shall have the power to enter temporary restraining orders and preliminary and permanent injunctions. Neither party shall be entitled or permitted to commence or maintain any action in a court of law with respect to any matter in dispute until such matter shall have been submitted to arbitration as herein provided and then only for the enforcement of the Arbitral Board’s award; provided, however, that prior to the appointment of the Arbitral Board or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may apply to seek pendente lite relief in a court of competent jurisdiction for enforcement in Los Angeles County, California or, if sought by SPHE, such other court that may have jurisdiction over Licensee, without thereby waiving its right to arbitration of such awardthe dispute or controversy under this section. In All arbitration proceedings (including proceedings before the event Appellate Arbitrators) shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. Notwithstanding anything to the contrary herein, Licensee hereby irrevocably waives any right or remedy to seek and/or obtain injunctive or other equitable relief or any order with respect to, and/or to enjoin or restrain or otherwise impair in any manner, the production, distribution, marketing, exhibition or other exploitation of any Dispute pursuant motion picture, production, project or other product related to this SectionSPHE, its parents, subsidiaries and affiliates, or the losing party in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred use, publication or dissemination of any advertising in connection with such motion picture, production or project. The provisions of this Section 24 shall supersede any inconsistent provisions of any prior agreement between the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentparties.

Governing Law; Arbitration. 5.1 This Agreement is governed by, and shall be governed and interpreted construed in accordance with the laws of the State of New York without giving effect to the conflicts of law principles thereof. with, English law. 5.2 Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to in connection with this Agreement, or the interpretation, breach, terminationincluding any question regarding its existence, validity or invalidity thereoftermination, shall be referred to and finally resolved by arbitration upon under the demand Rules of either party to the dispute with notice Arbitration (the “Arbitration NoticeRules”) to of the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong London Court of International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC RulesLCIA Court”) in force at the time when the Arbitration Notice is submitted. The seat date of arbitration shall this Agreement, which Rules are deemed to be Hong Kongincorporated by reference to this clause 5. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties Parties agree that one arbitrator shall not be limited nominated by each party for appointment by the LCIA Court in their selection to any prescribed listaccordance with the Rules. The chairman of the HKIAC third arbitrator who shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by act as the chairman of the HKIAC. The arbitral proceedings tribunal, shall be conducted in English. To nominated by agreement of the extent that two party-approved arbitrators within fourteen days of the HKIAC Rules are in conflict with the provisions confirmation of this Section 5.2, including the provisions concerning the appointment of the arbitratorssecond arbitrator, or in default of such agreement, appointed by the LCIA Court. The seat of the arbitration shall be London. The language of this arbitration shall be English. 5.3 The arbitrators shall have the power to grant any legal or equitable remedy or relief available under law, including but not limited to injunctive relief, whether interim and/or final, and specific performance, and any measures ordered by the arbitrators may be specifically enforced by any court of competent jurisdiction. Each Party retains the right to seek interim or provisional measures, including but not limited to injunctive relief and including but not limited to pre-arbitral attachments or injunctions, from any court of competent jurisdiction, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. For the avoidance of doubt, this Section 5.2 shall prevail. The award clause 5 is not intended to limit the powers of the court exercisable in support of arbitration proceedings pursuant to section 44 of the Arbitration Axx 0000 of England. 5.4 In order to facilitate the comprehensive resolution of related disputes, the Parties agree that upon request of any Party to an arbitration pursuant to this clause 5, the arbitral tribunal may, within 90 days of its appointment, consolidate the arbitration with any other arbitration or proposed arbitration involving any of the Parties and relating to this Agreement and/or any other agreement (a “Related Agreement”) for the sale and purchase of any participation interest in the Company other than the Participation Interests executed simultaneously with this Agreement. The arbitral tribunal shall not consolidate such arbitrations unless it determines that (a) there are issues of fact or law common to the arbitrations in question so that a consolidated proceeding would be final and binding upon the parties theretomore efficient than separate proceedings, and the prevailing party may apply to (b) no Party would be prejudiced as a court of competent jurisdiction for enforcement result of such awardconsolidation through undue delay or otherwise. In the event of different rulings on this question by the arbitration of tribunal constituted hereunder and the tribunal constituted under any Dispute pursuant to this SectionRelated Agreement, the losing party ruling of the first formed panel shall control. In the case of the consolidated proceeding, the arbitrators in such arbitration that proceeding shall pay to be appointed by the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentLCIA Court.

Governing Law; Arbitration. This Agreement Agreement, the rights and obligations of the parties hereto, and all claims or disputes relating thereto, shall be governed by and interpreted construed in accordance with the laws of the State of New York Florida, without giving effect regard to the conflicts choice of law principles provisions thereof. Any disputeExcept for disputes arising under Exhibit A, controversy Exhibit B or claim Exhibit D hereof, which shall be decided pursuant to the terms of those Exhibits, any dispute arising from this Agreement or Executive’s employment with the Company or Parent, including but not limited to claims for wrongful termination; violation of Title VII of the Civil Rights Act of 1964 as amended; violations of the Americans with Disabilities Act of 1990; violations of Florida law; or claims for violations of any state law or rule or regulation regarding discrimination, harassment or other wrongful conduct (eachcollectively, a “DisputeCovered Claims”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof), shall be referred to decided solely and exclusively in a final and binding arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong administered by the Hong Kong International Arbitration Centre (the “HKIAC”) JAMS in Miami, Florida, in accordance with the Hong Kong International Arbitration Centre Administered JAMS Employment Arbitration Rules (the “HKIAC Rules”) in force effect at the time when of the Arbitration Notice is submitted. The seat filing of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection PeriodRules”). Such arbitrators , a copy of which is available at xxxx://xxx.xxxxxxx.xxx/rules-employment-arbitration/. The arbitrator shall be freely selecteda single arbitrator with expertise in employment disputes, mutually selected by the parties, or, if the parties are unable to agree thereon, a single arbitrator with expertise in employment disputes designated by the Miami office of JAMS. The arbitrator shall have the authority to award all remedies available in a court of law. The Company or Parent, as applicable, shall pay the arbitrator’s fees and all fees and costs to administer the arbitration. The parties acknowledge and agree that their obligations to arbitrate under this Section survive the termination of the Agreement and continue after the termination of the employment relationship between the Executive and the parties shall Company or Parent. By agreeing to arbitrate disputes arising out of Executive’s employment, the Executive, the Company and Parent voluntarily and irrevocably waive any and all rights to have any such dispute heard or resolved in any forum other than through arbitration as provided herein. This waiver specifically includes, but is not be limited in their selection to, any right to any prescribed listtrial by jury. The chairman of the HKIAC shall select the third arbitrator. If either party Notwithstanding anything to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitratorscontrary set forth herein, this Section 5.2 will not apply to claims for workers’ compensation or unemployment benefits and will not apply to claims for injunctive relief, or any other claim by the Company or Parent under Exhibit A or Exhibit B hereto. All arbitration proceedings hereunder shall prevail. The award be confidential, except: (a) to the extent the parties otherwise agree in writing; (b) as may be otherwise appropriate in response to a request from a government agency, subpoena, or legal process; (c) if the substantive law of the arbitral tribunal shall be final State of Florida (without giving effect to choice of law principles) provides to the contrary; or (d) as is necessary in a court proceeding to enforce, correct, modify or vacate the arbitrator’s award or decision (and binding upon in the case of this subpart (d), the parties theretoagree to take all reasonable steps to ensure that the arbitrator’s award, decision or findings and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. In the event of the arbitration of any Dispute pursuant to this Sectionall other documents, the losing party in such arbitration shall pay to the prevailing party all expenses pleadings and fees (including reasonable attorneys’ fees) incurred in connection papers are filed and/or entered with the arbitration court under seal and/or in a manner that would maintain their confidentiality, including, without limitation, complying with all rules of such Disputeprocedure and local rules for filing documents, pleadings and the arbitration order, ruling or award shall contain a specific provision providing for such paymentpapers under seal).

Governing Law; Arbitration. This The validity, interpretation, performance and enforcement of this Agreement shall be governed and interpreted in accordance with by the laws of the State of New York Connecticut without giving effect to the conflicts any choice of law principles thereofrules or other conflicting provision or rule that would cause the laws of any jurisdiction to be applied. Any dispute, controversy or claim (each, a “Dispute”) Rxxx’x and the Executive agree that any and all disputes arising out of or relating to the terms of this Agreement, the Executive’s employment by Rxxx’x, the Executive’s service as an employee or officer of Rxxx’x or any of its subsidiaries, or the interpretationExecutive’s compensation and benefits, breachwill be subject to binding arbitration in Fairfield County, terminationConnecticut under the Employment Arbitration Rules of the American Arbitration Association then in effect, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party and consent to the dispute with notice (the “Arbitration Notice”) jurisdiction to the otherfederal or state courts in Fairfield County, Connecticut to enforce any arbitration award rendered with respect thereto. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant conducted by a single arbitrator as agreed upon between Rxxx’x and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”)Executive. Such arbitrators shall be freely selected, If Rxxx’x and the parties shall Executive cannot be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third agree on a single arbitrator. If either party to , the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in Englishbefore a panel of three arbitrators, one selected by each party hereto and the third arbitrator selected by the parties’ two arbitrators from a panel provided by the American Arbitration Association. To The costs of the extent arbitrator along with other arbitration-specific fees shall be borne equally by the parties. Each party shall bear its own attorneys’ fees and expenses; provided that the HKIAC Rules are in conflict with arbitrator may assess the provisions of this Section 5.2, including prevailing party’s fees and costs against the provisions concerning the appointment non-prevailing party as part of the arbitrators, this Section 5.2 shall prevailarbitrator’s award. The award of parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitral tribunal arbitrators shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of conclusive. All such award. In the event of the arbitration disputes shall be settled in this manner in lieu of any Dispute pursuant to action at law or equity; provided, however, that nothing in this Section, subsection shall be construed as precluding the losing party bringing an action for injunctive relief or specific performance as provided in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentthis Agreement.

Governing Law; Arbitration. This Agreement shall be governed and interpreted in accordance with (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE, WITHOUT REGARD TO ANY OF ITS PRINCIPLES OF CONFLICTS OF LAWS OR OTHER LAWS WHICH WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION; EXCEPT, HOWEVER, THAT THE APPLICABILITY OF BULK SALES SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA. THIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED WITHOUT REGARD TO ANY PRESUMPTION AGAINST THE PARTY CAUSING THIS AGREEMENT TO BE DRAFTED. (b) Any dispute between the laws of the State of New York without giving effect to the conflicts of law principles thereof. Any dispute, controversy or claim (each, a “Dispute”) parties arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute Agreement shall be settled by mandatory, final, binding arbitration in Hong Kong by Santa Clara County, California and conducxxx xy the Hong Kong International Arbitration Centre American Arbitrators Association (the “HKIAC”"AAA") pursuant to its rules and procedures. Except as specifically otherwise provided in accordance with this Agreement, arbitration will be the Hong Kong International Arbitration Centre Administered Arbitration Rules sole and exclusive remedy of the parties for any dispute arising out of this Agreement, the Seller Documents or the Purchaser Documents. (i) If any such dispute exists, a party will notify the “HKIAC Rules”other party of the dispute, and if the dispute is not resolved within ten (10) in force at days after such notice is furnished, the time when the Arbitration Notice is submitted. The seat of notifying party may institute arbitration proceedings pursuant to this Section 12.6(b). (ii) Any arbitration conducted pursuant to this Section 12.6 shall be Hong Kong. There shall be before a panel of three (3) arbitratorsarbitrators chosen from lists of qualified arbitrators submitted by the AAA; provided, however, that such lawyers cannot work for a firm then performing services for either party, that each party will have the opportunity to make such reasonable objection to any of the arbitrators listed as such party may wish and that the AAA will select the arbitrator from the list of arbitrators as to whom neither party makes any such objection. (iii) For any dispute submitted to arbitration, the burden of proof will be as it would be if the claim were litigated in a judicial proceeding. The complainant arbitrator shall have the authority to grant any equitable and legal remedies that would be available in any judicial proceeding instituted to resolve a dispute. The determination of a majority of the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving arbitrators in the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, conclusive and binding on the parties hereto and shall not be limited in their selection subject to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevailappeal or judicial review. The award of the arbitral tribunal shall arbitrators may be final and binding upon the parties thereto, and the prevailing party may apply to a enforced in any court of competent jurisdiction and each of the parties hereby unconditionally and irrevocably consents to the jurisdiction of the Federal District Court for enforcement the Central District of California and the Courts of the State of California solely with respect to (and for no reason or other purpose) any action instituted to enforce any such award. In the event . (iv) Each of the arbitration parties unconditionally and irrevocably waives any right to a trial by jury in respect of any Dispute pursuant such action. (v) The arbitrators shall be entitled to this Section, award and apportion the losing party in such arbitration shall pay to costs and expenses of the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred parties in connection with any arbitration (including, without limitation, attorneys' fees and expenses) as well as the arbitration costs and expenses of such Dispute, the arbitrators and the arbitration orderAAA, ruling or award shall contain a specific provision providing for such paymentas the arbitrators, in their discretion, may determine.

Governing Law; Arbitration. a) This Agreement shall be governed and interpreted in accordance with by the laws of the State of New York without giving effect to the conflicts Maryland exclusive of its choice of law principles thereof. provisions. b) Any disputecontroversy, controversy claim or claim (each, a “Dispute”) dispute arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled solely and exclusively by a binding arbitration process administered by JAMS/Endispute in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) State of Maryland. Such arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre Administered Arbitration then-existing JAMS/Endispute Rules of Practice and Procedure, with the following exceptions if in conflict: (a) one arbitrator who is a retired judge shall be chosen by JAMS/Endispute; (b) the “HKIAC Rules”Company shall pay the first $10,000 of the expenses and fees of the arbitrator, and any such expenses and fees in excess of $10,000 shall be paid one-half by you and one-half by the Company; and (c) arbitration may proceed in force at the time when absence of any party if written notice (pursuant to the Arbitration Notice is submittedJAMS/Endispute rules and regulations) of the proceedings has been given to such party. Each party shall bear its own attorneys fees and expenses; provided that the arbitrator may assess the prevailing party’s fees and costs against the non-prevailing party as part of the arbitrator’s award. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant parties agree to abide by all decisions and the respondent to awards rendered in such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”)proceedings. Such arbitrators shall be freely selected, decisions and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made awards rendered by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevail. The award of the arbitral tribunal arbitrator shall be final and binding upon conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided, however, that nothing in this subsection shall be construed as precluding an action for injunctive relief or specific performance as provided in any agreement entered into between you and the Company setting forth Restrictive Covenants. This dispute resolution process and any arbitration hereunder shall be confidential and neither any party nor the neutral arbitrator shall disclose the existence, contents or results of such process without the prior written consent of all Parties, except where necessary or compelled in a court to enforce this arbitration provision or an Award from such arbitration or otherwise in a legal proceeding. If JAMS/Endispute no longer exists or is otherwise unavailable, the parties theretoagree that the American Arbitration Association (“AAA”) shall administer the arbitration in accordance with its then-existing rules. In such event, all references herein to JAMS/Endispute shall mean AAA. Notwithstanding the foregoing, you and the prevailing party may apply Company each have the right to a resolve any issue or dispute over intellectual property rights by court action instead of competent jurisdiction for enforcement of such award. In the event of the arbitration of any Dispute pursuant to this Section, the losing party in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentarbitration.

Governing Law; Arbitration. This Agreement shall be governed by and interpreted construed in accordance with the internal laws of the State of New York York, without giving effect to the conflicts principles of law principles thereofconflict of laws. Any dispute, controversy or claim (each, a “Dispute”) dispute arising out of or relating to this Agreement, including, without limitation, the interpretation of any provision of this Agreement or the interpretation, breach, termination, termination or validity or invalidity thereof, shall be referred to arbitration upon the demand of either party to the dispute with notice hereof (the a “Arbitration NoticeDispute”) to the other. The Dispute shall be settled finally by an arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) proceeding conducted in accordance with the Hong Kong International Arbitration Centre Administered Commercial Arbitration Rules of the American Arbitration Association (the “HKIAC RulesAAA”) then in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration effect (the “Selection PeriodAAA Rules”). Such arbitrators ; provided that the provisions hereof shall be freely selected, and controlling in the parties shall not be limited in their selection to event of any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator conflict with the Selection Period, the relevant appointment shall be made by the chairman of the HKIACAAA Rules. The arbitral proceedings Any arbitration proceeding pursuant to this Section 10(b) shall be conducted in EnglishManhattan, in the State of New York before a single arbitrator (the “Panel”) selected by the AAA. To At any oral hearing of evidence in connection with the extent arbitration, a party shall have the right to examine its witnesses and to cross-examine the witnesses of the opposing party. No evidence of any witness shall be presented in written form unless the opposing party shall have the opportunity to cross-examine such witness, except as the parties otherwise agree in writing or except under extraordinary circumstances where the Panel determines that the HKIAC Rules are in conflict with the provisions interests of this Section 5.2justice require a different procedure. Subject to Sections 5.3, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevail. The any decision or award of the arbitral tribunal Panel (an “Arbitral Decision”) shall be final and binding upon the parties. The parties theretohereby waive to the extent permitted by law any rights to appeal such decision or award to, and or the prevailing party may apply to a court of competent jurisdiction for enforcement review of such award. In the event of the arbitration of any Dispute pursuant to this Section, the losing party in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling decision or award shall contain a specific provision providing for such paymentby, any court or tribunal. An Arbitral Decision may be enforced against the Parties and/or their respective assets in any court having proper jurisdiction. THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Governing Law; Arbitration. This Agreement and all disputes between the parties arising out of or related thereto shall be governed and interpreted in accordance with by the laws of the State of New York without giving effect to the conflicts Michigan except for its choice of law principles thereofrules; the United Nations Convention on the International Sale of Goods shall not apply. The Parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Any disputeand all disputes, controversy controversies, differences, or claim (each, a “Dispute”) claims arising out of or relating to this AgreementAgreement (including the formation, existence, validity, interpretation (including of this Arbitration clause), breach or termination thereof) shall be resolved exclusively through binding arbitration, except that either party shall have the right, at its option, to seek interim injunctive relief at any time, under seal to maintain confidentiality to the extent permitted by law, (i) in either the Michigan Circuit Court for the County of Oakland or the United States Court for the Eastern District of Michigan, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party (ii) pursuant to the dispute with notice American Arbitration Association (the “Arbitration NoticeAAA”) to the otherCommercial Arbitration Rules. The Dispute shall be settled A request by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either a party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevail. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement such interim measures shall not be deemed incompatible with, or a waiver of, this agreement to arbitrate. The parties agree that any ruling by the arbitration tribunal on interim measures shall be deemed to be a final award for purposes of such awardenforcement. In The arbitration proceedings shall be conducted in accordance with the event Commercial Arbitration Rules of the AAA as amended from time to time, except as modified by this clause or by mutual agreement of the parties, and shall be governed by the United States Federal Arbitration Act. Within 14 days after the commencement of arbitration, each party shall select one person to act as arbitrator and the two selected shall select a third arbitrator within 10 days of their appointment. If the arbitrators selected by the parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the AAA. The arbitration shall be conducted in Detroit, Michigan, USA, and the language of the arbitration shall be English. The arbitrators’ award shall be final and binding. The arbitrators shall issue a written opinion setting forth the basis for the arbitrators’ decision. The written opinion may be issued separately from the award, in the arbitrators’ discretion. Each party shall bear its own attorney fees and costs, and each party shall bear one half the cost of the arbitration hearing fees and the cost of the arbitrator, unless the arbitrators find the claims or defenses to have been frivolous or harassing, in which case fees and costs may be assessed in the arbitrators’ discretion. Either party may apply to have the arbitration award confirmed and a court judgment entered upon it. Venue for confirmation of or any challenge to the Arbitration Award shall be in either the Michigan Circuit Court for the County of Oakland or the United States Court for the Eastern District of Michigan and shall be done under seal to maintain confidentiality to the maximum extent permitted by law. The arbitrators shall have no authority to award punitive damages or any other damages excluded herein, to the maximum extent permitted by law. Except as may be required by law, neither a party, its counsel, nor an arbitrator may disclose the existence, content, or results of any Dispute pursuant to this Section, arbitration hereunder without the losing party in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration prior written consent of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentboth parties.

Governing Law; Arbitration. 20.1 This Agreement shall be governed by and interpreted construed in accordance with the laws of the State of New York United Kingdom (LAW) without giving effect regard to the conflicts its conflict or choice of law principles thereofprovisions. This Agreement and all related correspondence shall be written in the English language, which shall take precedence over any translation. 20.2 Any dispute, controversy or claim (each, a “Dispute”) dispute arising out of or relating to in connection with this Agreement, or the interpretation, breach, terminationincluding its existence, validity or invalidity thereoftermination, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) handled in accordance with the Hong Kong following process: 20.3 The Buyer and Supplier's in-country program managers shall agree to enter into negotiations to resolve such dispute. Both parties agree to negotiate in good faith to reach a mutually agreeable settlement within a reasonable amount of time. If after a period of twenty (20) calendar days the dispute remains unresolved, it shall then be solely and finally settled by binding arbitration under the Rules of Conciliation and Arbitration of the International Arbitration Centre Administered Arbitration Rules Chamber of Commerce (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submittedICC), which rules are deemed to be incorporated by reference into this article. The seat tribunal shall consist of arbitration shall be Hong Kong. There shall be three (3) arbitratorsarbitrators appointed pursuant to the rules of the ICC and as follows: one arbitrator shall be appointed by the Buyer, one by the Supplier. The complainant and the respondent to such dispute shall each select one third arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, appointed by the other two arbitrators and shall be the parties shall not be limited in their selection to any prescribed listpresident of the tribunal. The chairman place of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made Vancouver, Canada. The English language shall be used throughout the arbitral proceedings. The judgment rendered by the chairman of arbitrators upon the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevail. The award of the arbitral tribunal shall be final and binding upon the parties thereto, Parties and the prevailing party may apply to a be submitted in any court of competent having jurisdiction for the purposes of obtaining an order of enforcement or judicial acceptance of such the award, as the case may be. 20.4 The Parties shall not be entitled for any reason whatsoever, to stop the implementation of this Agreement or/ and any of the obligations hereto. In As an exception to the aforementioned, in the event that the Buyer delays the payment to the Supplier of any overdue amount of the arbitration of any Dispute pursuant to Price, for a period which is longer than fourteen (14) days from the date that this Section, the losing party amount became due and payable in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection accordance with the arbitration terms and conditions of such Disputethis Agreement, and then the arbitration order, ruling or award Supplier shall contain a specific provision providing have the right to stop the implementation of its obligations until the date that the Buyer will fulfill its respective obligation for such payment.

Governing Law; Arbitration. (a) This Agreement Agreement, as well as any claims arising from or related thereto, shall be governed by and interpreted be construed in accordance with the laws of the State of New York without giving effect regard to the conflicts of its choice-of-law principles thereof. rules. (b) Any dispute, controversy or claim (eachclaim, a “Dispute”) arising out of whether in tort, contract, or relating otherwise, that arises from or relates to this Agreement, including the arbitrability of any such dispute, controversy or the interpretation, breach, termination, validity or invalidity thereofclaim, shall be referred to exclusively and finally determined by arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the otherbefore a single arbitrator. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kongadministered by JAMS pursuant to its Streamlined Rules and Procedures. There The enforceability of this arbitration agreement shall be three (3) arbitratorsgoverned by the U.S. Federal Arbitration Act. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand venue for arbitration (the “Selection Period”). Such arbitrators all arbitrations shall be freely selectedNew York City, and unless the parties Client is headquartered (i) in Europe, in which case such Client may elect to have the arbitration held in London, England, or (ii) in Asia, in which case such Client may elect to have the arbitration held in Singapore. The language to be used in the arbitration proceeding will be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Arbitration shall not be limited in their selection to any prescribed list. The chairman deemed a waiver of the HKIAC shall select the third arbitrator. If either party Company’s right to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted seek injunctive relief in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevail. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a any court of competent jurisdiction as provided for enforcement of such awardin this Agreement. In the event of the arbitration of any Dispute pursuant to this Section, the losing Each party in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ is responsible for its own legal fees) incurred in connection with the arbitration of such Dispute, and the arbitrator may not include the payment of attorneys’ fees or expenses as a part of any award. Arbitrations arising from the same or related claims may be consolidated in one arbitration orderproceeding. You agree to an arbitration on an individual basis. In any dispute, ruling neither you nor the Company shall be entitled to join or award consolidate claims by or against other Clients, or arbitrate any claim as a class representative, class member, or in a private attorney general capacity. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall contain be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a specific provision providing for class arbitration). You and the Company are agreeing to give up any rights to litigate claims in a court or before a jury or to participate in a class action or representative action with respect to a claim. Other rights that you would have if you went to court, such paymentas access to discovery, may also be unavailable or may be limited in arbitration.

Governing Law; Arbitration. a) This Agreement shall be governed and interpreted in accordance with by the laws of the State of New York without giving effect to the conflicts Maryland exclusive of its choice of law principles thereof. provisions. b) Any disputecontroversy, controversy claim or claim (each, a “Dispute”) dispute arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled solely and exclusively by a binding arbitration process administered by JAMS/Endispute in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) State of Maryland. Such arbitration shall be conducted in accordance with the Hong Kong International Arbitration Centre Administered Arbitration then-existing JAMS/Endispute Rules of Practice and Procedure, with the following exceptions if in conflict: (a) one arbitrator who is a retired judge shall be chosen by JAMS/Endispute; (b) the “HKIAC Rules”Company shall pay the first $10,000 of the expenses and fees of the arbitrator, and any such expenses and fees in excess of $10,000 shall be paid one-half by you and one-half by the Company; and (c) arbitration may proceed in force at the time when absence of any party if written notice (pursuant to the Arbitration Notice is submittedJAMS/Endispute rules and regulations) of the proceedings has been given to such party. Each party shall bear its own attorneys’ fees and expenses; provided that the arbitrator may assess the prevailing party’s fees and costs against the non-prevailing party as part of the arbitrator’s award. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant parties agree to abide by all decisions and the respondent to awards rendered in such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”)proceedings. Such arbitrators shall be freely selected, decisions and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made awards rendered by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevail. The award of the arbitral tribunal arbitrator shall be final and binding upon conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided, however, that nothing in this subsection shall be construed as precluding an action for injunctive relief or specific performance as provided in any agreement entered into between you and the Company setting forth Restrictive Covenants. This dispute resolution process and any arbitration hereunder shall be confidential and neither any party nor the neutral arbitrator shall disclose the existence, contents or results of such process without the prior written consent of all Parties, except where necessary or compelled in a court to enforce this arbitration provision or an Award from such arbitration or otherwise in a legal proceeding. If JAMS/Endispute no longer exists or is otherwise unavailable, the parties theretoagree that the American Arbitration Association (“AAA”) shall administer the arbitration in accordance with its then-existing rules. In such event, all references herein to JAMS/Endispute shall mean AAA. Notwithstanding the foregoing, you and the prevailing party may apply Company each have the right to a resolve any issue or dispute over intellectual property rights by court action instead of competent jurisdiction for enforcement of such award. In the event of the arbitration of any Dispute pursuant to this Section, the losing party in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentarbitration.

Governing Law; Arbitration. This Agreement shall be governed has been executed and interpreted delivered in accordance with the laws of the State of New York without giving effect to and its validity, interpretation, performance and enforcement shall be governed by the conflicts internal laws of law principles thereofthat state. Any disputecontroversy, controversy dispute or claim (each, a “Dispute”) arising out of or relating to this Agreement, Agreement or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall breach hereof which cannot be settled by mutual agreement (other than with respect to violations of the Restrictive Covenants for which the Company may, but shall not be required to, seek injunctive relief) shall be finally settled by binding arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Federal Arbitration Centre Administered Act (or if not applicable, the applicable state arbitration law) as follows: Any party who is aggrieved shall deliver a notice to the other party setting forth the specific points in dispute. Any points remaining in dispute twenty (20) days after the giving of such notice may be submitted to arbitration in New York, New York, to the American Arbitration Rules Association, before a single arbitrator appointed in accordance with the arbitration rules of the American Arbitration Association, modified only as herein expressly provided. After the aforesaid twenty (20) days, either party, upon ten (10) days notice to the “HKIAC Rules”) other, may so submit the points in force at the time when the Arbitration Notice is submitteddispute to arbitration. The seat arbitrator may enter a default decision against any party who fails to participate in the arbitration proceedings. The decision of the arbitrator on the points in dispute shall be final, unappealable and binding, and judgment on the award may be entered in any court having jurisdiction thereof. The expenses of the arbitration shall be Hong Kongborne by the Company and the Company shall bear its own legal fees and expenses and pay, at least monthly, all of the Executive’s reasonable legal fees and expenses incurred in connection with such arbitration regardless of the outcome, except that the Executive shall have to reimburse the Company for his reasonable legal fees and expenses if the arbitrator finds that the Executive brought an action in bad faith. There The parties agree that this Section V has been included to rapidly and inexpensively resolve any disputes between them with respect to this Agreement, and that this Section V shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand grounds for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to dismissal of any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If court action commenced by either party with respect to the this Agreement, other than post-arbitration fails actions seeking to appoint enforce an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevail. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such arbitration award. In the event of that any court determines that this arbitration procedure is not binding, or otherwise allows any litigation regarding a dispute, claim, or controversy covered by this Agreement to proceed, the arbitration parties hereto hereby waive any and all right to a trial by jury in or with respect to such litigation. The parties shall keep confidential, and shall not disclose to any person, except as may be required by law, the existence of any Dispute pursuant to this Sectioncontroversy hereunder, the losing party in referral of any such controversy to arbitration shall pay to or the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling status or award shall contain a specific provision providing for such paymentresolution thereof.

Governing Law; Arbitration. (a) This Agreement and any dispute, controversy or claim arising out of or in connection with it or its subject matter shall be governed by, and interpreted construed in accordance with with, the laws Laws of the State of New York without giving effect to the conflicts of law principles thereof. York. (b) Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this AgreementAgreement or its subject matter (including a dispute regarding the existence, or the validity, formation, effect, interpretation, breach, termination, validity performance or invalidity thereof, termination of this Agreement) (each a “Dispute”) shall be referred to finally settled by arbitration. (i) The place and seat of arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by Hong Kong, and the arbitration in Hong Kong shall be administered by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre HKIAC Administered Arbitration Rules then in force (the “HKIAC Rules”). (ii) The law of this arbitration clause as set forth in force at the time when the Arbitration Notice is submitted. The seat of arbitration this Section 7.10(b) shall be Hong Kong. There Kong law. (iii) The number of arbitrators shall be three (3) ). One arbitrator shall be appointed by Xx. Xxxx and one arbitrator shall be appointed by Xx. Xxxx. The third arbitrator, who shall serve as chairperson of the arbitral tribunal, shall be selected by the mutual agreement of the first two Party-appointed arbitrators. The complainant and the respondent to Any such dispute third arbitrator that is not so appointed shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall instead be freely selected, and the parties shall not be limited appointed in their selection to any prescribed list. The chairman of accordance with the HKIAC shall select the third arbitrator. If either party Rules. (iv) The language to be used in the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To . (v) Subject to the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment agreement of the arbitratorsarbitral tribunal, this Section 5.2 any Dispute(s) which arise subsequent to the commencement of arbitration of any existing Dispute(s) shall prevail. be resolved by the arbitral tribunal already appointed to hear the existing Dispute(s). (vi) The award of the arbitral tribunal shall be final final, conclusive and binding upon the parties thereto, Parties. (vii) Judgment upon any award may be entered and enforced in any court having jurisdiction over a Party or any of its assets. For the prevailing party may apply to a court purpose of competent jurisdiction for the enforcement of such an award. In , the event of Parties irrevocably and unconditionally submit to the arbitration jurisdiction of any Dispute pursuant competent court and waive any defenses to this Sectionsuch enforcement, the losing party in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration any defenses based on lack of such Dispute, and the arbitration order, ruling personal jurisdiction or award shall contain a specific provision providing for such paymentinconvenient forum.

Governing Law; Arbitration. (a) This Agreement Agreement, including, without limitation, its existence, validity, construction, and operating effect, and the rights of each of the parties hereto, shall be governed by and interpreted construed in accordance with the laws of the State of New York Delaware without giving effect regard to the otherwise governing principles of conflicts of law principles thereof. Any law. (b) Except as otherwise expressly provided herein, any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to in connection with this Agreement, or the interpretation, breach, termination, termination or validity or invalidity thereof, thereof (“Dispute”) shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled finally resolved by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then in effect (the “HKIAC Rules”) in force at ), except as modified herein and such arbitration shall be administered by the time when the Arbitration Notice is submittedAAA. The seat place of arbitration shall be Hong Kong. New York, New York. (c) There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator who shall be agreed upon by the parties within thirty twenty (3020) days after giving or receiving of receipt by respondent of a copy of the demand for arbitration (arbitration. If any arbitrator is not appointed within the “Selection Period”). Such arbitrators time limit provided herein, such arbitrator shall be freely selectedappointed by the AAA in accordance with the listing, striking and ranking procedure in the parties Rules, with each party being given a limited number of strikes, except for cause. Any arbitrator appointed by the AAA shall be a retired judge or a practicing attorney with no less than fifteen years of experience with corporate matters and an experienced arbitrator. In rendering an award, the arbitrator shall be required to follow the laws of the state of Delaware. (d) The award shall be in writing and shall briefly state the findings of fact and conclusions of law on which it is based. The arbitrator shall not be limited in their selection permitted to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Periodaward punitive, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevailmultiple or other non-compensatory damages. The award of the arbitral tribunal shall be final and binding upon the parties theretoand shall be the sole and exclusive remedy between the Parties regarding any claims, counterclaims, issues or accounting presented to the arbitrator. Judgment upon the award may be entered in any court having jurisdiction over any Party or any of its Assets. Any costs or fees (including, without limitation, attorneys’ fees and expenses) incident to enforcing the prevailing award shall be charged against the Party resisting such enforcement. (e) All Disputes shall be resolved in a confidential manner. The arbitrator shall agree to hold any information received during the arbitration in the strictest of confidence and shall not disclose to any non-party the existence, contents or results of the arbitration or any other information about such arbitration. The parties to the arbitration shall not disclose any information about the evidence adduced or the documents produced by the other party in the arbitration proceedings or about the existence, contents or results of the proceeding except as may apply to a court be required by law, regulatory or governmental authority or as may be necessary in an action in aid of competent jurisdiction arbitration or for enforcement of such an arbitral award. In Before making any disclosure permitted by the event preceding sentence (other than private disclosure to financial regulatory authorities), the Party intending to make such disclosure shall use reasonable efforts to give the other Party reasonable written notice of the arbitration intended disclosure and afford the other Party a reasonable opportunity to protect its interests. (f) Barring extraordinary circumstances (as determined in the sole discretion of any Dispute pursuant the arbitrator), discovery shall be limited to this Section, the losing party pre-hearing disclosure of documents that each side will present in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration support of such Disputeits case, and non-privileged documents essential to a matter of import in the arbitration orderproceeding for which a Party has demonstrated a substantial need. The Parties agree that they will produce to each other all such requested non-privileged documents, except documents objected to and with respect to which a ruling has been or award shall contain a specific provision providing for such paymentbe sought from the arbitrator. There will be no depositions.

Governing Law; Arbitration. (a) This Agreement shall be governed by and interpreted construed for all purposes under and in accordance with the laws Laws of the State of New York Hong Kong without giving effect thereof to the conflicts principles of law principles thereof. conflict of laws. (b) Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, termination or validity or invalidity thereofhereof, shall first be referred subject to resolution through consultation of the parties to such dispute, controversy or claim. Such consultation shall begin within seven (7) days after one Party hereto has delivered to the other Parties involved a written request for such consultation. If within thirty (30) days following the commencement of such consultation the dispute cannot be resolved, the dispute shall be submitted to arbitration upon the demand request of either party any Party with notice to the dispute with notice other Parties. (the “Arbitration Notice”c) to the other. The Dispute arbitration shall be settled by arbitration conducted in Hong Kong by under the auspices of the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong). There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”)arbitration. Such arbitrators shall be freely selected, and the parties Parties shall not be limited in their selection to any prescribed list. The chairman Chairman of the HKIAC shall select the third arbitrator, who shall be qualified to practice Law in Hong Kong. If either party to the arbitration fails to does not appoint an arbitrator with who has consented to participate within thirty (30) days after selection of the Selection Periodfirst arbitrator, the relevant appointment shall be made by the chairman Chairman of the HKIAC. . (d) The arbitral arbitration proceedings shall be conducted in EnglishChinese. To The arbitration tribunal shall apply the extent that Arbitration Rules of the HKIAC Rules in effect at the time of the arbitration. However, if such rules are in conflict with the provisions of this Section 5.29.13, including the provisions concerning the appointment of the arbitrators, the provisions of this Section 5.2 9.13 shall prevail. ; (e) The arbitrators shall decide any dispute submitted by the parties to the arbitration strictly in accordance with the substantive Law of Hong Kong and shall not apply any other substantive law. (f) Each Party hereto shall cooperate with any party to the dispute in making full disclosure of and providing complete access to all information and documents requested by such party in connection with such arbitration proceedings, subject only to any confidentiality obligations binding on the Party receiving the request. (g) The award of the arbitral arbitration tribunal shall be final and binding upon the parties theretodisputing parties, and any party to the prevailing party dispute may apply to a court of competent jurisdiction for enforcement of such award. In . (h) Any party to the event dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitration of any Dispute pursuant to this Section, the losing party in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentarbitral tribunal.

Governing Law; Arbitration. (a) This Agreement letter agreement shall be governed by and interpreted construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York, without giving effect regard to principles of conflict of laws to the conflicts extent that such principles would require or permit the application of law principles thereof. the laws of another jurisdiction. (b) Any dispute, claim or controversy or claim (each, a “Dispute”) arising out of of, relating to, or relating to in connection with this Agreementcontract, or the interpretation, breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or invalidity thereofapplicability of this letter agreement to arbitrate, shall be referred to finally determined by arbitration. The arbitration upon shall be administered by JAMS. If the demand of either party to disputed claim or counterclaim exceeds $250,000, not including interest or attorneys’ fees, the dispute with notice JAMS Comprehensive Arbitration Rules and Procedures (the “Arbitration NoticeJAMS Comprehensive Rules”) to in effect at the othertime of the arbitration shall govern the arbitration, except as they may be modified herein or by mutual written agreement of the parties. If no disputed claim or counterclaim exceeds $250,000, not including interest or attorneys’ fees, the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Streamlined Rules”) in effect at the time of the arbitration shall govern the arbitration, except as they may be modified herein or by mutual written agreement of the parties. (c) The seat of the arbitration shall be New York, New York. The Dispute parties submit to jurisdiction in the state and federal courts of the State of New York for the limited purpose of enforcing this agreement to arbitrate. (d) The arbitration shall be settled conducted by arbitration in Hong Kong by one neutral arbitrator unless the Hong Kong International Arbitration Centre (parties agree otherwise. The parties agree to seek to reach agreement on the “HKIAC”) identity of the arbitrator within thirty days after the initiation of arbitration. If the parties are unable to reach agreement on the identity of the arbitrator within such time, then the appointment of the arbitrator shall be made in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules process set forth in JAMS Comprehensive Rule 15. (the “HKIAC Rules”e) in force at the time when the Arbitration Notice is submitted. The seat of arbitration award shall be Hong Kong. There shall be three (3) arbitrators. The complainant and in writing, state the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving reasons for the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selectedaward, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevail. The award of the arbitral tribunal shall be final and binding upon on the parties. The arbitrator may, in the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the attorneys’ fees of the prevailing party. Judgment on the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. Notwithstanding applicable state law, the arbitration and this agreement to arbitrate shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (f) The parties theretoagree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including but not limited to any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and any awards) shall not be disclosed beyond the prevailing party may apply tribunal, JAMS, the parties, their counsel, accountants and auditors, insurers and re-insurers, and any person necessary to a court of competent jurisdiction for enforcement of such award. In the event conduct of the arbitration proceeding. The confidentiality obligations shall not apply (i) if disclosure is required by law or applicable legal process, or in judicial or administrative proceedings, or (ii) as far as disclosure is necessary to enforce the rights arising out of any Dispute pursuant to this Section, the losing party in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentaward.

Governing Law; Arbitration. This Resolution of all disputes arising out of or related to this Agreement or the performance, enforcement, breach or termination of this Agreement and any remedies relating thereto, shall be governed by and interpreted in accordance with construed under the laws substantive Laws of the State of New York York, without giving effect regard to the conflicts of law principles thereofrules that would provide for application of the Law of a jurisdiction outside New York. Any dispute, If such controversy or claim cannot be resolved by means of negotiations as described in Section 10.1, then such controversy or claim shall be resolved by binding arbitration as provided below. The arbitration shall be conducted in English. The award of arbitration shall be final and binding upon both Parties. Any arbitration proceeding shall be conducted in accordance with the Arbitration Rules of the London Court of International Arbitration (each“LCIA”). The place of arbitration shall be London, England. The Parties hereby irrevocably and unconditionally submit to the jurisdiction of the LCIA for the purposes of the arbitration proceedings, and any counterclaims that relate in any respect to the Agreement. The arbitration shall be conducted by a “Dispute”) panel of three persons. Within 30 days after initiation of arbitration, each Party shall select one person to act as arbitrator and the two Party-selected arbitrators shall select a third arbitrator within 30 days of their appointment, which third arbitrator must be experienced in the pharmaceutical business. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be appointed by the LCIA. The procedures specified in this Section 10.2 shall be the sole and exclusive procedures for the resolution of disputes between the Parties arising out of or relating to this Agreement; provided, that a Party, without prejudice to the above procedures, may seek injunctive relief or other provisional judicial relief if in its sole judgment such action is necessary to avoid irreparable damage, and further provided that any disputes regarding the interpretationscope, breachpatentability, terminationinventorship, validity or invalidity thereof, enforceability of any Patent shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled submitted for resolution by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevail. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of in the country in which such awardPatent was filed or issued. In Despite such action the event of Parties will continue to participate in good faith in the arbitration of any Dispute pursuant to procedures specified in this Section, the losing party in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentSection 10.2.

Governing Law; Arbitration. This Agreement and all questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and interpreted construed in accordance with the laws of the State state of New York without giving effect to the conflicts any choice or conflict of law principles provision or rule thereof. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, termination or validity or invalidity thereofhereof, shall be referred submitted to arbitration upon the demand request of either party any Party with notice to the dispute with notice (the “Arbitration Notice”) to the otherother Party. The Dispute arbitration shall be settled by arbitration conducted in Hong Kong by under the auspices of the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre HKIAC Administered Arbitration Rules (the “HKIAC Rules”) then in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall effect, which rules are deemed to be Hong Kongincorporated by reference into this Section 7.02. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed listarbitration. The chairman Chairman of the HKIAC shall select the third arbitrator, who shall be qualified to practice law in New York. If either party to the arbitration fails to does not appoint an arbitrator with who has consented to participate within the Selection Periodaforementioned 30-day period, the relevant appointment shall be made by the chairman Chairman of the HKIAC. The arbitral arbitration proceedings shall be conducted in English. To Each party irrevocably waives, to the fullest extent that it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such arbitration in Hong Kong and the HKIAC, and hereby submits to the exclusive jurisdiction of HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevailany such arbitration. The award of the arbitral arbitration tribunal shall be final conclusive and binding upon the parties theretodisputing parties, and any party to the prevailing party dispute may apply to a court of competent jurisdiction for enforcement of such award. In Any party to the event dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitration of any Dispute pursuant to this Section, the losing party in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentarbitral tribunal.

Governing Law; Arbitration. This Agreement shall be governed and interpreted in accordance with The substantive laws (as distinguished from the laws choice of law rules) of the State of New York without giving effect shall govern the validity and interpretation of this Agreement and the performance by the parties of their respective duties and obligations hereunder. Any and all disputes or controversies of any nature between the parties arising at any time shall be submitted to JAMS (“JAMS”) for final and binding arbitration, under its Comprehensive Arbitration Rules and Procedures if the matter in dispute is over $250,000 or under its Streamlined Arbitration Rules and Procedures if the matter in dispute is $250,000 or less, to be held in New York City, before a single neutral arbitrator who shall be a retired judge, in accordance with New York Civil Practice Law & Rules Section 7501 et seq. The arbitrator shall be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by the JAMS. The arbitration shall be a confidential proceeding, closed to the conflicts general public. The arbitrator shall issue a written opinion stating the essential findings and conclusions upon which the arbitrator’s award is based. The arbitrator shall assess the cost of law principles thereofthe arbitration against the losing party. Any disputeIn addition, controversy the prevailing party in any arbitration or claim (each, a “Dispute”) arising out of or legal proceeding relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, Agreement shall be referred entitled to all reasonable expenses (including, without limitation, reasonable attorney’s fees). Notwithstanding the foregoing, the arbitrator may require that such fees be borne in such other manner as the arbitrator determines is required in order for this arbitration clause to be enforceable under applicable law. Neither party shall be entitled or permitted to commence or maintain any action in a court of law with respect to any matter in dispute until such matter shall have been submitted to arbitration upon as herein provided and then only for the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman enforcement of the HKIAC shall select the third arbitrator. If either party ’s award; provided, however, that prior to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitratorsarbitrator or for remedies beyond the jurisdiction of an arbitrator, this Section 5.2 shall prevail. The award of the arbitral tribunal shall be final and binding upon the parties theretoat any time, and the prevailing either party may apply to seek pendente lite relief in a court of competent jurisdiction for enforcement of such award. In the event without thereby waiving its right to arbitration of the arbitration dispute or controversy under this section. Notwithstanding anything to the contrary herein, Contractor hereby irrevocably waives any right or remedy to seek and/or obtain injunctive or other equitable relief or any order with respect to, and/or to enjoin or restrain or otherwise impair in any manner, the production, distribution, exhibition or other exploitation of any Dispute pursuant motion picture, production or project related to this SectionCompany, its parents, subsidiaries and affiliates, or the losing party in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred use, publication or dissemination of any advertising in connection with the arbitration of such Disputemotion picture, and the arbitration orderproduction or project. THE PARTIES HEREBY WAIVE THEIR RIGHT TO JURY TRIAL WITH RESPECT TO ALL CLAIMS AND ISSUES ARISING UNDER, ruling or award shall contain a specific provision providing for such paymentIN CONNECTION WITH, TOUCHING UPON OR RELATING TO THIS AGREEMENT, THE BREACH THEREOF AND/OR THE SCOPE OF THE PROVISIONS OF THIS SECTION 11, WHETHER SOUNDING IN CONTRACT OR TORT, AND INCLUDING ANY CLAIM FOR FRAUDULENT INDUCEMENT THEREOF.

Governing Law; Arbitration. This Agreement shall be governed construed and interpreted regulated in accordance with all respects under the laws of the State of New York without giving effect regard to the conflicts its conflict of law principles thereoflaws principles. Any dispute, controversy or claim (eachquestions arising under, a “Dispute”) arising out of of, or relating to this Agreement, Agreement of Employee's employment with the Company or the interpretation, breach, termination, validity or invalidity termination thereof, shall be referred for arbitration in the State of New York to arbitration upon a single neutral arbitrator selected by the demand Employee and Company and this shall be the exclusive and sole means of either party to the dispute with notice (the “Arbitration Notice”) to the otherresolving any such dispute. The Dispute arbitration proceeding shall be settled by arbitration in Hong Kong governed by the Hong Kong International Employment Rules of the American Arbitration Centre Association then in effect or such rules last in effect (in the “HKIAC”event such Association is no longer in existence) in accordance with but shall not be conducted under the Hong Kong International Arbitration Centre Administered Arbitration Rules (auspices of the “HKIAC Rules”) in force at Association, and the time when decision of the Arbitration Notice is submitted. The seat of arbitration arbitrator shall be Hong Konggoverned by the rule of law. There shall be three (3) arbitrators. The complainant and If the respondent parties are unable to such dispute shall each select one agree upon a neutral arbitrator within thirty (30) days after giving or receiving each party has given the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman other written notice of the HKIAC shall select the third arbitrator. If desire to submit a dispute, controversy or question for decision as aforesaid, then either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevail. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to the CPR of New York City for the appointment of a neutral arbitrator or, if the CPR is not then in existence or does not desire to act in the matter, either party may apply to the Presiding Judge of the appropriate court for the appointment of competent jurisdiction for enforcement a neutral arbitrator to hear the parties and settle the dispute, controversy or question. Such right to submit a dispute, controversy or question arising hereunder to arbitration and the decision of such awardthe neutral arbitrator shall be final, conclusive and binding on all parties and interested persons and no action at law or in equity shall be instituted or, if instituted, further prosecuted by either party other than to enforce the award of the neutral arbitrator. The arbitrator shall take submissions and hear testimony, if necessary, and shall render a written decision as promptly as possible, The arbitrator may require any form of discovery (e.g., depositions) in making his decision. In the event of the arbitration of connection with any Dispute pursuant to this Sectionarbitration, the losing party in such arbitration shall pay to the prevailing party all expenses shall be entitled to recover its costs and fees (including reasonable attorneys’ fees) incurred ' fees in connection with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentaddition to other relief granted.

Governing Law; Arbitration. This Agreement Amendment and all questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be governed by and interpreted construed in accordance with the laws of the State state of New York without giving effect to the conflicts any choice or conflict of law principles provision or rule thereof. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this AgreementAmendment, or the interpretation, breach, termination, termination or validity or invalidity thereofhereof, shall be referred submitted to arbitration upon the demand request of either party any Party with notice to the dispute with notice (the “Arbitration Notice”) to the otherother Party. The Dispute arbitration shall be settled by arbitration conducted in Hong Kong by under the auspices of the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre HKIAC Administered Arbitration Rules (the “HKIAC Rules”) then in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall effect, which rules are deemed to be Hong Kongincorporated by reference into this Section 5. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed listarbitration. The chairman Chairman of the HKIAC shall select the third arbitrator, who shall be qualified to practice law in New York. If either party to the arbitration fails to does not appoint an arbitrator with who has consented to participate within the Selection Periodaforementioned 30-day period, the relevant appointment shall be made by the chairman Chairman of the HKIAC. The arbitral arbitration proceedings shall be conducted in English. To Each Party irrevocably waives, to the fullest extent that it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such arbitration in Hong Kong and the HKIAC, and hereby submits to the exclusive jurisdiction of HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevailany such arbitration. The award of the arbitral arbitration tribunal shall be final conclusive and binding upon the parties theretodisputing parties, and any party to the prevailing party dispute may apply to a court of competent jurisdiction for enforcement of such award. In Any party to the event dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitration of any Dispute pursuant to this Section, the losing party in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentarbitral tribunal.

Governing Law; Arbitration. (a) This Agreement shall be governed by and interpreted construed in accordance with the laws of England and Wales, except that the construction or effect of a patent or patent application licensed under this Agreement shall be decided in accordance with the laws of the State country in which the patent or patent application was granted or filed. Subject to disputes being determined by arbitration in accordance with the remainder of New York without giving effect this section, the Parties irrevocably submit to the conflicts exclusive jurisdiction of law principles thereof. Any dispute, controversy or claim the Courts of England and Wales. (each, a “Dispute”b) All disputes arising out of or relating to in connection with this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, Agreement shall be referred to arbitration upon finally settled under the demand Rules of either party to Arbitration of the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled International Chamber of Commerce by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) one or more arbitrators appointed in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC said Rules”) in force at the time when the Arbitration Notice is submitted. The seat arbitration shall be seated in London, England. The language of arbitration shall be Hong Kong. There shall be three (3) arbitratorsEnglish. The complainant Parties and the respondent Arbitration Tribunal shall endeavour to complete any arbitration within twelve (12) months following the full constitution of the Arbitration Tribunal, provided that failure to comply with such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties timeline shall not be limited a ground to invalidate the award. Unless the Parties expressly agree in writing to the contrary, the Parties undertake as a general principle to keep confidential all awards in their selection to any prescribed list. The chairman arbitration, together with all materials in the proceedings created for the purpose of the HKIAC shall select the third arbitrator. If either party arbitration and all other documents produced to the arbitration fails other Party in the proceedings not otherwise in the public domain - save and to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that disclosure may be required of a Party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in bona fide legal proceedings before a court or other judicial authority. (c) The parties hereby exclude all rights to seek a determination by the HKIAC Rules are court of a preliminary point of law under section 45 of the Arbitration Act 1996 and all rights of appeal on a point of law from any arbitration award under section 69 of the Arbitration Act 1996. (d) Notwithstanding anything to the contrary herein, in conflict with the provisions event that a Party alleges that the other Party is in breach of this Agreement pursuant to Section 5.217.1.2, including Section 17.1.5 or Section 18.1.3 and the provisions concerning other Party disputes such allegation, the appointment of the arbitrators, this Parties shall refer such dispute to arbitration in accordance with Section 5.2 shall prevail21.1.11. The award of the arbitral tribunal Party alleging such breach shall be final and binding upon the parties thereto, and the prevailing party may apply have no right to a court of competent jurisdiction for enforcement of such award. In the event of the arbitration of any Dispute terminate this Agreement pursuant to this SectionSection 17.1.2, Section 17.1.5 or Section 18.1.3, as the losing party case may be, unless and until such breach is confirmed in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentarbitration.

Governing Law; Arbitration. This Agreement Warrant shall be governed and interpreted in accordance with the laws of the State of New York without giving effect to the conflicts of law principles thereofYork. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, termination or validity or invalidity thereofhereof, shall be referred submitted to arbitration upon the demand request of either any party with notice to the dispute with notice (the “Arbitration Notice”) to the otherother party. The Dispute arbitration shall be settled by arbitration conducted in Hong Kong by under the auspices of the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre HKIAC Administered Arbitration Rules (the “HKIAC Rules”) then in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall effect, which rules are deemed to be Hong Kongincorporated by reference into this Section 4.1. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed listarbitration. The chairman Chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to does not appoint an arbitrator with who has consented to participate within 30 days after selection of the Selection Periodfirst arbitrator, the relevant appointment shall be made by the chairman Chairman of the HKIAC. The arbitral arbitration proceedings shall be conducted in English. To Each party irrevocably waives, to the fullest extent that it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such arbitration in Hong Kong and the HKIAC, and hereby submits to the exclusive jurisdiction of HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevailany such arbitration. The award of the arbitral arbitration tribunal shall be final conclusive and binding upon the parties theretodisputing parties, and any party to the prevailing party dispute may apply to a court of competent jurisdiction for enforcement of such award. In Any party to the event dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitration of any Dispute pursuant to this Section, the losing party in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentarbitral tribunal.

Governing Law; Arbitration. (a) This Agreement and the legal relations among the parties shall be governed by and interpreted construed in accordance with the laws of the State of New York (without giving effect to the conflicts conflict of laws principles thereof that would result in the application of the law principles thereof. Any of a different jurisdiction). (b) Each of the parties hereby agrees that any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, terminationtermination or validity thereof (“Dispute”), validity or invalidity thereofshall, shall be referred to arbitration upon on the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall any party, be finally settled by arbitration in Hong Kong administered by the Hong Kong International American Arbitration Centre Association (the “HKIACAAA”) in accordance with its rules for large, complex commercial disputes. Prior to making a demand for arbitration, the Hong Kong International Arbitration Centre Administered Arbitration Rules parties agree to attempt in good faith to negotiate a resolution to any Dispute promptly. In the event that the parties are unable to negotiate a resolution in thirty (the “HKIAC Rules”30) in force at the time when the Arbitration Notice is submitted. days after delivery of a notice of Dispute, either party may make a demand for arbitration hereunder. (c) The seat of arbitration shall be Hong Kong. There shall be decided by three (3) arbitrators, all of whom need not be from the AAA’s panel of arbitrators. The complainant and the respondent to such dispute Each party shall each select choose one arbitrator of its choice within thirty (30) days after giving or receiving of the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed listarbitration. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment who shall be made by serve as the chairman of the HKIAC. The arbitral proceedings tribunal, shall be conducted in English. To a neutral and independent arbitrator mutually selected by the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment two party-appointed arbitrators within fifteen (15) days of the selection of the two party-appointed arbitrators. Notwithstanding the AAA rules, this Section 5.2 the neutral arbitrator: (i) shall prevailbe knowledgeable in the subject matter of the dispute; (ii) shall not be employed by, have an interest in or otherwise be affiliated with any of the parties or their representative counsels; and (iii) need not be selected from AAA’s panel of arbitrators. If the arbitrators are not selected within the above-stated time periods, the arbitrators shall be selected by AAA in accordance with its rules. (d) The parties shall be afforded the discovery rights as established under the applicable AAA rules or as provided for by the arbitrators. (e) The award rendered in any arbitration commenced hereunder shall constitute an award under the Federal Arbitration Act, Title 9 US Code and the 1958 New York Convention on the Recognition and Enforcement of the arbitral tribunal Foreign Arbitral Awards, shall be final and binding upon the parties theretoand judgment thereon may be entered in any court of competent jurisdiction. The arbitral tribunal may order any remedy permitted by Law and this Agreement, including damages and specific performance of this Agreement or any portion thereof. The fees and expenses of the arbitrators, administrative costs of the arbitration and fees and expenses of the prevailing party may apply to a court of competent jurisdiction shall be paid by the non-prevailing party. For purposes hereof, the prevailing party shall be, as applicable, the party for enforcement of such award. In whom the event judgment was rendered or the party whose demand in the dispute most closely approximated the arbitration judgment, as determined by the arbitrators. (f) The language of the arbitration shall be English. The place of arbitration shall be New York, New York, United States. (g) By agreeing to arbitration, the parties do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment, or other order in aid of arbitration proceedings and/or the enforcement of any Dispute award. Without prejudice to such provisional remedies as may be available under the jurisdiction of a national court, the arbitral tribunal shall have full authority to grant provisional remedies and to direct the parties to request that any court modify or vacate any temporary or preliminary relief issued by such court, and to award damages for the failure of any party to respect the arbitral tribunal’s orders to that effect. Each of the parties irrevocably and unconditionally submits to the exclusive jurisdiction of the federal and New York State courts located in Manhattan (NYC) for the purpose of an order to compel arbitration, for provisional relief in aid of arbitration or to maintain the status quo or prevent irreparable harm prior to the appointment of the arbitral tribunal, and to the non-exclusive jurisdiction of such courts for the enforcement of any award issued hereunder. With respect to any action, suit or other proceeding for which it has submitted to jurisdiction pursuant to this SectionSection 12.10, each party irrevocably consents to service of process in the losing manner provided for the giving of notices pursuant to Section 12.2 of this Agreement. Nothing in this Section 12.10 shall affect the right of any party to serve process in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentany other manner permitted by applicable law.

Governing Law; Arbitration. (a) This Agreement shall be governed by and interpreted in accordance with construed under the laws of the State of New York without giving effect as applied to agreements among New York residents entered into and to be performed entirely within New York. (b) Notwithstanding subsection (c) below, at the option of the Company, each of the parties hereto agrees for the benefit of the Company that any State or Federal court sitting in New York shall have exclusive jurisdiction to settle any disputes (including claims for set-off and counterclaims) and enforce any rights which may arise in connection with the validity, effect, interpretation or performance of, or the legal relationships established by, this Agreement or otherwise arising in connection with this Agreement. Each party hereto consents to venue in the New York Courts and irrevocably waives, to the conflicts fullest extent permitted by law, the defense of law principles thereofan inconvenient forum to the maintenance of any action therein. Any disputeEach party hereto agrees that the summons and complaint or any other process in any action may be served by notice given in accordance with Section 10, or as otherwise permitted by law. Each party hereto irrevocably waives the right to trial by jury. (c) Subject to the option in favor of the Company set out in subsection (b) above, any controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, Agreement shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled determined by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Rules of the American Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submittedAssociation. The tribunal shall consist of three arbitrators. The seat of the arbitration shall be Hong Kong. There shall be three (3) arbitratorsNew York. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevail. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. In the event language of the arbitration shall be English. The parties hereto agree that the tribunal constituted under this clause shall have the power to grant the relief of specific performance in appropriate circumstances, and further agree, for the avoidance of doubt, that any Dispute competent court of its jurisdiction (including in the courts of the PRC) may enforce an order of the tribunal for specific performance. By agreeing to arbitration pursuant to this Sectionclause, the losing party parties hereto waive irrevocably their right to any form of appeal, review or recourse to any state court or other judicial authority, in as far as such arbitration shall pay waiver may validly be made, save that the parties do not intend to the prevailing party all expenses and fees deprive any competent court of its jurisdiction (including reasonable attorneys’ feesthe PRC courts) incurred to issue a pre-arbitral injunction, pre-arbitral attachment or other order in connection with aid of the arbitration proceedings or the enforcement of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentany award.

Governing Law; Arbitration. This Agreement shall be governed by and interpreted construed in accordance with the internal laws of the State of New York without giving effect to the conflicts of law principles thereofYork. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating related to this Agreement, Debenture or the interpretation, breach, termination, validity or invalidity breach thereof, shall be referred to settled by binding arbitration in New York, New York in accordance with the Expedited Procedures (Rules 53-57) of the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). A proceeding shall be commenced upon written demand by the demand of either party to the dispute with notice (the “Arbitration Notice”) Company or Buyer to the other. The Dispute arbitrator(s) shall enter a judgment by default against any party, which fails or refuses to appear in any properly noticed arbitration proceeding. The proceeding shall be settled conducted by arbitration one (1) arbitrator, unless the amount alleged to be in Hong Kong by the Hong Kong International Arbitration Centre dispute exceeds two hundred fifty thousand dollars (the “HKIAC”) $250,000), in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be which case three (3) arbitratorsarbitrators shall preside. The complainant and arbitrator(s) will be chosen by the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving parties from a list provided by the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selectedAAA, and if the parties shall not be limited in their selection are unable to any prescribed list. The chairman of agree within ten (10) days, the HKIAC AAA shall select the third arbitratorarbitrator(s). If either The arbitrators must be experts in securities law and financial transactions. The arbitrators shall assess costs and expenses of the arbitration, including all attorneys’ and experts’ fees, as the arbitrators believe is appropriate in light of the merits of the parties’ respective positions in the issues in dispute. Each party submits irrevocably to the arbitration fails jurisdiction of any state court sitting in New York, New York or to appoint an arbitrator the United States District Court sitting in New York, New York for purposes of enforcement of any discovery order, judgment or award in connection with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevailsuch arbitration. The award of the arbitral tribunal arbitrator(s) shall be final and binding upon the parties theretoand may be enforced in any court having jurisdiction. The arbitration shall be held in such place as set by the arbitrator(s) in accordance with Rule 55. With respect to any arbitration proceeding in accordance with this section, the prevailing party’s reasonable attorney’s fees and expenses shall be borne by the non-prevailing party. Although the parties, as expressed above, agree that all claims, including claims that are equitable in nature, for example specific performance, shall initially be prosecuted in the binding arbitration procedure outlined above, if the arbitration panel dismisses or otherwise fails to entertain any or all of the equitable claims asserted by reason of the fact that it lacks jurisdiction, power and/or authority to consider such claims and/or direct the remedy requested, then, in only that event, will the parties have the right to initiate litigation respecting such equitable claims or remedies. The forum for such equitable relief shall be in either a state or federal court sitting in New York, New York. Each party waives any right to a trial by jury, assuming such right exists in an equitable proceeding, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. In the event of the arbitration of any Dispute pursuant to this Section, the losing party in such arbitration shall pay irrevocably submits to the prevailing party all expenses jurisdiction of said New York court. New York law shall govern both the proceeding as well as the interpretation and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration construction of such Dispute, this Agreement and the arbitration order, ruling or award shall contain transaction as a specific provision providing for such paymentwhole.

Governing Law; Arbitration. This Agreement shall be governed interpreted and interpreted construed in accordance with the substantive laws (and not the law of conflicts) of the State of New York without giving and the United States of America with the same force and effect as if fully executed and to the conflicts of law principles thereofbe fully performed therein. Any dispute, CDD and Amazon will attempt to settle any claim or controversy or claim (each, a “Dispute”) arising out of this Agreement through good faith consultation and negotiation (as to substance and/or procedure); provided, however, that if either party determines that such attempts have failed, are likely to fail, such party shall be entitled to commence immediately a Proceeding pursuant to this Section 22. All actions or proceedings arising in connection with, touching upon or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, breach thereof and/or the scope of the provisions of this Article 22 (a “Proceeding”) shall be referred submitted to JAMS (“JAMS”) for binding arbitration upon under its Comprehensive Arbitration Rules and Procedures if the demand of either party to matter in dispute is over $250,000 or under its Streamlined Arbitration Rules and Procedures if the matter in dispute with notice is $250,000 or less (as applicable, the “Arbitration NoticeRules”) to be held solely in Los Angeles, California, U.S.A., in the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) English language in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules provisions herein. Each arbitration shall be conducted by an arbitral tribunal (the “HKIAC RulesArbitral Board”) in force at consisting of a single arbitrator who shall be mutually agreed upon by the time when parties. If the Arbitration Notice is submittedparties are unable to agree on an arbitrator, the arbitrator shall be appointed by JAMS. The seat of arbitration arbitrator shall be Hong Konga retired judge with at least ten (10) years experience in commercial matters. The Arbitral Board shall assess the cost, fees and expenses of the arbitration against the losing party, and the prevailing party in any arbitration or legal proceeding relating to this Agreement shall be entitled to all reasonable expenses (including, without limitation, reasonable attorney’s fees). Notwithstanding the foregoing, the Arbitral Board may require that such fees be borne in such other manner as the Arbitral Board determines is required in order for this arbitration clause to be enforceable under applicable law. The parties shall be entitled to conduct discovery in accordance with Section 1283.05 of the California Code of Civil Procedure, provided that (a) the Arbitral Board must authorize all such discovery in advance based on findings that the material sought is relevant to the issues in dispute and that the nature and scope of such discovery is reasonable under the circumstances, and (b) discovery shall be limited to depositions and production of documents unless the Arbitral Board finds that another method of discovery (e.g., interrogatories) is the most reasonable and cost efficient method of obtaining the information sought. There shall be a record of the proceedings at the arbitration hearing and the Arbitral Board shall issue a Statement of Decision setting forth the factual and legal basis for the Arbitral Board's decision. If neither party gives written notice requesting an appeal within ten (10) Business Days after the issuance of the Statement of Decision, the Arbitral Board's decision shall be final and binding as to all matters of substance and procedure, and may, in the case of enforcement against CDD, be enforced by a petition to the Los Angeles County Superior Court or, in the case of enforcement against Amazon, such other court having jurisdiction over Amazon, which may be made ex parte, for confirmation and enforcement of the award. If either party gives written notice requesting an appeal within ten (10) Business Days after the issuance of the Statement of Decision, the award of the Arbitral Board shall be appealed to three (3) arbitratorsneutral arbitrators (the “Appellate Arbitrators”), each of whom shall have the same qualifications and be selected through the same procedure as the Arbitral Board. The complainant and the respondent to such dispute appealing party shall each select one arbitrator file its appellate brief within thirty (30) days after giving or receiving its written notice requesting the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, appeal and the parties other party shall file its brief within thirty (30) days thereafter. The Appellate Arbitrators shall thereupon review the decision of the Arbitral Board applying the same standards of review (and all of the same presumptions) as if the Appellate Arbitrators were a New York State Supreme Court, Appellate Division reviewing a judgment of the New York State Supreme Court, except that the Appellate Arbitrators shall in all cases issue a final award and shall not be limited in their selection remand the matter to any prescribed listthe Arbitral Board. The chairman decision of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevail. The award of the arbitral tribunal Appellate Arbitrators shall be final and binding upon the parties theretoas to all matters of substance and procedure, and may, in the prevailing case of enforcement against CDD, be enforced by a petition to the Los Angeles County Superior Court or, in the case of enforcement against Amazon, such other court having jurisdiction over Amazon, which may be made ex parte, for confirmation and enforcement of the award. The party appealing the decision of the Arbitral Board shall pay all costs and expenses of the appeal, including the fees of the Appellate Arbitrators and the reasonable outside attorneys' fees of the opposing party, unless the decision of the Arbitral Board is reversed, in which event the costs, fees and expenses of the appeal shall be borne as determined by the Appellate Arbitrators. Subject to a party’s right to appeal pursuant to the above, neither party shall challenge or resist any enforcement action taken by the party in whose favor the Arbitral Board, or if appealed, the Appellate Arbitrators, decided. Each party acknowledges that it is giving up the right to a trial by jury or court. The Arbitral Board shall have the power to enter temporary restraining orders and preliminary and permanent injunctions. Neither party shall be entitled or permitted to commence or maintain any action in a court of law with respect to any matter in dispute until such matter shall have been submitted to arbitration as herein provided and then only for the enforcement of the Arbitral Board’s award; provided, however, that prior to the appointment of the Arbitral Board or for remedies beyond the jurisdiction of an arbitrator, at any time, either party may apply to seek pendente lite relief in a court of competent jurisdiction, if sought by CDD, in Los Angeles County, California or, if sought by Amazon, such other court that may have jurisdiction for enforcement over Amazon, without thereby waiving its right to arbitration of such awardthe dispute or controversy under this section. In All arbitration proceedings (including proceedings before the event Appellate Arbitrators) shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration of any Dispute pursuant to this Section, the losing party in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentaward.

Governing Law; Arbitration. This Agreement and the exhibits and schedules hereto shall be governed by, and interpreted construed in accordance with with, the laws of the State of New York York, without giving effect to the conflicts any choice of law principles thereofor conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Any disputeSubject to Section 10.09, controversy or claim (each, a “Dispute”) arising each of the Consortium Members hereby agrees that in the event any dispute arises among the parties out of or relating in relation to this Agreement, or the interpretation, including any dispute regarding its breach, terminationtermination or validity, validity or invalidity thereofthe 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, shall be referred to arbitration upon the then any party may demand of either party to that the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be finally settled by arbitration in Hong Kong by accordance with the following provisions of this Section 10.08. The arbitration shall be conducted in accordance with the UNCITRAL Arbitration Rules and the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with Procedures for the Hong Kong Administration of International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitteddate of this Agreement, which rules are deemed to be incorporated by reference in this Section 10.08. The seat place of the arbitration shall be Hong KongKong and the language of the arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three (3) arbitrators. The complainant One arbitrator shall be jointly nominated by the claimant(s), irrespective of number, and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selectedjointly nominated by the respondent(s), and irrespective of number. If either the parties claimant(s) or the respondent(s) shall not be limited in abstain from nominating their selection to any prescribed list. The chairman of 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 30 days after such two arbitrators have been selected, the HKIAC, upon the request of any party, shall appoint a third arbitrator. If either party to the arbitration fails to appoint an The third arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIACpresiding arbitrator. The arbitral proceedings arbitration shall be conducted in Englishprivate. To The parties agree that all documents and evidence submitted in the extent 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 HKIAC Rules are parties hereto otherwise agree in conflict 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 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevail. The award of the arbitral tribunal 10.08 shall be final and binding upon the parties theretothem, and the prevailing parties further agree that such award may be enforced by any court having jurisdiction over the party may apply to a court of competent jurisdiction for enforcement against which the award has been rendered or the assets of such awardparty 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 event of the arbitration of any Dispute parties pursuant to or relating to this SectionAgreement, each party expressly waives the losing party in such arbitration 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. The arbitrators shall pay have no authority to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling award punitive or award shall contain a specific provision providing for such paymentother punitive-type damages.

Governing Law; Arbitration. This Agreement shall be governed and interpreted construed in accordance with the laws of the State of New York without giving effect to Delaware (regardless of the conflicts law that might otherwise govern under applicable Delaware principles of law principles thereofconflict of laws). Any dispute, controversy or claim (each, a “Dispute”) The parties hereto hereby agree that any dispute arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute Agreement shall be settled by arbitration in Hong Kong pursuant to this Section 17. All arbitration shall be finally and conclusively determined by the Hong Kong International Arbitration Centre decision of a board of arbitration consisting of three members (the “HKIACBoard of Arbitration”) in accordance with selected as hereinafter provided. Each of Company and the Hong Kong International Arbitration Centre Administered Arbitration Rules (Grantee shall select one member and the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration third member shall be Hong Kong. There shall be three a retired judge selected by mutual agreement of the other members, or if the other members fail to reach agreement on a third member within twenty (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (3020) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators their selection, such third member, who shall be freely selecteda retired judge, shall thereafter be selected by the American Arbitration Association (“AAA”) upon application made to it for a third member jointly by Company and the Grantee. The Board of Arbitration shall meet in Wilmington, DE, and the parties shall not be limited reach and render a decision in their selection to any prescribed list. The chairman writing (concurred in by a majority of the HKIAC shall select members of the third arbitratorBoard of Arbitration) specifying its findings of fact and conclusions of law. If either party to the arbitration fails to appoint an arbitrator In connection with the Selection Periodits proceedings, the relevant appointment Board of Arbitration shall be made by follow the chairman of AAA Commercial Arbitration rules; provided, however, that if there is any conflict between the HKIAC. The arbitral proceedings shall be conducted in Englishprocedures set forth herein and the AAA rules, the provisions herein will control. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2practical, including the provisions concerning the appointment decisions of the arbitrators, this Section 5.2 Board of Arbitration shall prevailbe rendered no more than sixty (60) days following the later to occur of completion of the hearing or the closing of the record with respect thereto. The award Board of Arbitration shall cause its written decision to be delivered to the arbitral tribunal parties in the manner provided for the giving of notices in Section 8 hereof. Any decision made by the Board of Arbitration (either prior to or after the expiration of such sixty (60)-day period) shall be final final, binding and binding upon conclusive on the parties thereto, and entitled to be enforced to the prevailing party may apply to a fullest extent permitted by applicable law and entered in any court of competent jurisdiction for enforcement jurisdiction. The Board of such award. In Arbitration shall allocate among the event of the arbitration of any Dispute pursuant parties to this Section, the losing party in such arbitration shall pay to the prevailing party all expenses and fees of each member of the Board of Arbitration on such basis as the Board of Arbitration may determine. In addition, the Board of Arbitration shall have the right to require one party to such arbitration to bear all or a portion of the expenses (including reasonable attorneys’ ' fees) incurred in connection with of the arbitration of such Dispute, and other party to the arbitration order, ruling or award shall contain a specific provision providing for such paymentarbitration.

Governing Law; Arbitration. This Separation Agreement shall be governed by and interpreted in accordance with construed and enforced according to the laws of the State of New York York, without giving effect regard to conflicts of laws principles thereof, unless preempted by federal law. Subject to the conflicts arbitration provisions in the following paragraph, the parties agree that the state and federal courts located in the State of law principles thereof. Any disputeNew York, controversy County of Suffolk, shall have exclusive jurisdiction in any action, suit or claim (each, a “Dispute”) proceeding based on or arising out of this Separation Agreement and the parties hereby: (a) submit to the personal jurisdiction of such courts; (b) consent to service of process in connection with any action, suit or relating proceeding; (c) agree that venue is proper and convenient in such forum; (d) waive any other requirement (whether imposed by statute, rule of court or otherwise) with respect to this Agreementpersonal jurisdiction, subject matter jurisdiction, venue, or service of process; and (e) waive the interpretationright, breachif any, termination, validity to a jury trial. Any claims arising under or invalidity thereof, related to the Separation Agreement shall be referred to settled by binding arbitration upon the demand of either party pursuant to the rules of the American Arbitration Association under its Employment Arbitration Rules or such other rules as to which the parties may agree. The arbitration shall take place in in the Borough of Manhattan in the City of New York, within 30 days following service of notice of such dispute with notice (the “Arbitration Notice”) to by one party on the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall conducted before a panel of three arbitrators, one to be three (3) arbitratorsselected by each of the parties and the third to be selected by the other two. The complainant panel of arbitrators shall have no authority to order a modification or amendment of the Separation Agreement. Except as provided below, Executive and the respondent Company agree that this arbitration procedure will be the exclusive means of redress for any disputes relating to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving arising under the demand for arbitration (Separation Agreement. The parties expressly waive the “Selection Period”). Such arbitrators shall be freely selectedright to a jury trial, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent agree that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevail. The ’ award of the arbitral tribunal shall be final and binding upon the parties theretoon both parties, and shall not be appealable and may be filed with the prevailing clerk of one or more courts, state or federal, having jurisdiction over the party may apply to against whom such award is rendered or such party’s property as a basis of judgment and of the issuance of execution for its collection. The Company and Executive agree that the sole disputes that are excepted from this paragraph are any actions seeking injunctive relief from a court of competent jurisdiction for regarding enforcement and application of such award. In the event Sections 5 and 6 of the this Separation Agreement, which actions may be brought in addition to, or in place of, an arbitration of any Dispute pursuant to this Section, the losing party proceeding in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection accordance with the arbitration first paragraph of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentthis Section 8.

Governing Law; Arbitration. Waiver of Sovereign Immunity ---------------------------------------------------------- (a) This Agreement shall be governed by, and interpreted construed in accordance with with, the laws of the State of New York without giving effect to the conflicts of law principles thereof. Norway. (b) Any disputeand all disputes and controversies arising under, controversy or claim (each, a “Dispute”) arising out of or relating to or in connection with this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute Agreement shall be settled by arbitration by a panel of three (3) arbitrators under the United Nations Commission on International Trade Law (UNCITRAL) Arbitration Rules in Hong Kong by the Hong Kong International Arbitration Centre force (the “HKIAC”"UNICITRAL Rules") in accordance with the Hong Kong International Arbitration Centre Administered Arbitration following terms and conditions: (i) In the event of any conflict between the UNCITRAL Rules and the provisions of this Agreement, the provisions of this Agreement shall prevail. (ii) Either party to this Agreement may refer a matter to arbitration by written notice to the “HKIAC Rules”other party. (iii) in force at The place of the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There Stockholm, Sweden. (iv) The claimant party shall be three appoint one (31) arbitrators. The complainant arbitrator and the respondent to such dispute party shall each select appoint one arbitrator within thirty (301) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selectedarbitrator, and the parties two (2) arbitrators so appointed shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select appoint the third arbitrator, in accordance with the UNCITRAL Rules. If either party In the event of an inability to agree on a third arbitrator, the appointing authority shall be the Arbitration Institute of the Sweden Chamber of Commerce, Stockholm. (v) The English language shall be used as the written and spoken language for the arbitration fails and all matters connected with all references to appoint an arbitrator with arbitration. (vi) The decision of the Selection Period, the relevant appointment arbitrators shall be made by the chairman majority vote and shall be in writing. (vii) The decision of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevail. The award of the arbitral tribunal arbitrators shall be final and binding upon on the parties theretoto this Agreement, and save in the prevailing party event of fraud, manifest mistake or failure by any of the arbitrators to disclose any conflict of interest. (viii) The decision of the arbitrators may apply to a be enforced by any court of competent jurisdiction for enforcement and may be executed against the Person and assets of such award. In the event of the arbitration of any Dispute pursuant to this Section, the losing party in any jurisdiction. (c) In the event any dispute is submitted to arbitration pursuant to Section 5.02(b), the panel of arbitrators may, if it deems such award appropriate, award a party costs and expenses incurred by such party in enforcing its rights. Except as so awarded, each party shall bear its own costs and expenses of enforcing its rights to arbitrate under this Section 5.02. (d) Except for arbitration proceedings pursuant to Section 5.02(b) above, no action, lawsuit or other proceeding (other than a proceeding to compel arbitration or to enforce any arbitration decision) shall pay be brought by or between the parties to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred this Agreement and/or any of their affiliates in connection with any matter arising out of or in connection with this Agreement. (e) Telenor hereby represents and warrants that it is acting solely in its commercial capacity in executing and delivering this Agreement and each of the arbitration of such Disputeother Principal Agreements to which it is a party and in performing its obligations hereunder and thereunder, and Telenor hereby irrevocably waives with respect to all disputes, claims, controversies and all other matters of any nature whatsoever that may arise under or in connection with this Agreement or any of the arbitration orderother Principal Agreements and any other document or instrument contemplated hereby or thereby, ruling all immunity it may otherwise have as a sovereign, quasi-sovereign or award shall contain a specific provision providing for such paymentstate-owned entity (or similar entity) from any and all proceedings (whether legal, equitable, arbitral, administrative or otherwise), attachment of assets, or enforceability of judicial or arbitral awards.

Governing Law; Arbitration. This Agreement shall be governed by and interpreted construed in accordance with the laws of the State of New York Louisiana without giving effect regard to the conflicts its provisions as to choice of law principles thereoflaw. Any disputedispute arising between the Parties concerning the meaning or interpretation of this Agreement or of any of their respective rights, controversy duties or claim (each, a “Dispute”) arising out of or relating obligations under this Agreement shall with reasonable promptness be submitted to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled and determined by binding arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) New Orleans, Louisiana in accordance with the Hong Kong International Arbitration Centre Administered Commercial Arbitration Rules of the American Arbitration Association then in effect (hereinafter referred to as the “HKIAC AAA Rules”) which each Party agrees shall be the sole and exclusive method for resolving such dispute; provided that judgment upon any Final Determination (as defined below) may be entered in force at any court having jurisdiction thereof and either Party may institute proceedings in any court having jurisdiction for the time when specific performance by either Party of any such award. Licensee, on the Arbitration Notice is submittedone hand, and Licensor, on the other hand shall each designate one arbitrator. Such designated arbitrators shall mutually agree upon and shall designate a third arbitrator within 15 days of their designation; provided, however, that (i) failing such agreement within such 15-day period, the third arbitrator shall be appointed in accordance with the AAA Rules and (ii) if either Licensee, on the one hand, or Licensor, on the other hand, shall fail to timely designate an arbitrator, the dispute shall be resolved by the one arbitrator timely designated by the other Party. None of the arbitrators shall be affiliated with any of Licensor, Licensee or any of their respective affiliates. The seat of arbitration arbitrators shall use their best efforts to decide the matters to be Hong Kong. There shall be three arbitrated pursuant hereto within sixty (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (3060) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevaillast arbitrator. The award final decision of the arbitral tribunal majority of the arbitrators (or the sole arbitrator if either of the appropriate Parties fails to designate an arbitrator) (hereinafter referred to as the “Final Determination”) shall be final furnished to Licensee and Licensor in writing and shall constitute a conclusive determination of the issue in question, binding upon each Party and shall not be contested on the parties theretomerits by either of them, except for fraud or perjury prejudicing the rights of either Party and to correct manifest clerical errors. The arbitrator(s) will determine the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. In the event allocation of the costs and expenses of arbitration of any Dispute pursuant to this Section, the losing party in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ attorney’s fees) incurred based upon the relative merits of each Party’s position in connection with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentdispute.

Governing Law; Arbitration. This Agreement shall be governed by and interpreted construed in accordance with the internal laws of the State of New York without giving effect to the conflicts of law principles thereofYork. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating related to this Agreement, Debenture or the interpretation, breach, termination, validity or invalidity breach thereof, shall be referred to settled by binding arbitration in New York, NY in accordance with the Expedited Procedures (Rules 53-57) of the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). A proceeding shall be commenced upon written demand by the demand of either party to the dispute with notice (the “Arbitration Notice”) Company or Buyer to the other. The Dispute arbitrator(s) shall enter a judgment by default against any party, which fails or refuses to appear in any properly noticed arbitration proceeding. The proceeding shall be settled conducted by arbitration one (1) arbitrator, unless the amount alleged to be in Hong Kong by the Hong Kong International Arbitration Centre dispute exceeds two hundred fifty thousand dollars (the “HKIAC”) $250,000), in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be which case three (3) arbitratorsarbitrators shall preside. The complainant and arbitrator(s) will be chosen by the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving parties from a list provided by the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selectedAAA, and if the parties shall not be limited in their selection are unable to any prescribed list. The chairman of agree within ten (10) days, the HKIAC AAA shall select the third arbitratorarbitrator(s). If either The arbitrators must be experts in securities law and financial transactions. The arbitrators shall assess costs and expenses of the arbitration, including all attorneys' and experts' fees, as the arbitrators believe is appropriate in light of the merits of the parties' respective positions in the issues in dispute. Each party submits irrevocably to the arbitration fails jurisdiction of any state court sitting in New York, NY or to appoint an arbitrator the United States District Court sitting in New York for purposes of enforcement of any discovery order, judgment or award in connection with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevailsuch arbitration. The award of the arbitral tribunal arbitrator(s) shall be final and binding upon the parties theretoand may be enforced in any court having jurisdiction. The arbitration shall be held in such place as set by the arbitrator(s) in accordance with Rule 55. With respect to any arbitration proceeding in accordance with this section, the prevailing party's reasonable attorney's fees and expenses shall be borne by the non-prevailing party. Although the parties, as expressed above, agree that all claims, including claims that are equitable in nature, for example specific performance, shall initially be prosecuted in the binding arbitration procedure outlined above, if the arbitration panel dismisses or otherwise fails to entertain any or all of the equitable claims asserted by reason of the fact that it lacks jurisdiction, power and/or authority to consider such claims and/or direct the remedy requested, then, in only that event, will the parties have the right to initiate litigation respecting such equitable claims or remedies. The forum for such equitable relief shall be in either a state or federal court sitting in New York, NY. Each party waives any right to a trial by jury, assuming such right exists in an equitable proceeding, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. In the event of the arbitration of any Dispute pursuant to this Section, the losing party in such arbitration shall pay irrevocably submits to the prevailing party all expenses jurisdiction of said New York court. New York law shall govern both the proceeding as well as the interpretation and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration construction of such Dispute, this Agreement and the arbitration order, ruling or award shall contain transaction as a specific provision providing for such paymentwhole.

Governing Law; Arbitration. This Agreement shall be governed by, and interpreted construed in accordance with with, the laws Laws of the State of New York Delaware applicable to contracts executed in and to be performed in that State, without giving effect regard to the conflicts conflict of law principles thereoflaws principles. Any dispute, controversy or claim (each, a “Dispute”) All Actions arising out of or relating to this Agreement, or the interpretationenforcement, breach, terminationtermination or validity thereof, validity including the determination of the scope or invalidity thereofapplicability of this Section 10.06, shall be referred exclusively and irrevocably submitted to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by final and binding arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be Wilmington, Delaware, before three (3) neutral and impartial arbitrators. The complainant arbitration shall be administered by the American Arbitration Association (“AAA”) pursuant to the Expedited Procedures set forth in its Commercial Arbitration Rules, as in effect on the date hereof. The parties hereto shall appoint three (3) arbitrators within fifteen (15) days of a demand for arbitration. If three (3) arbitrators are not appointed within such fifteen (15)-day period, the arbitrators shall be appointed by AAA in accordance with its Commercial Arbitration Rules, as in effect on the date hereof. The arbitrators shall designate the place and time of the respondent hearing. The award, which shall set forth the arbitrators’ findings of fact and conclusions of law, shall be filed with AAA and mailed to such dispute shall each select one arbitrator within the parties no later than thirty (30) days after giving or receiving the demand for close of the arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed listhearing. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevail. The award of the arbitral tribunal shall be final and binding on the parties and not subject to appeal or “collateral attack”. Judgment upon the arbitration award may be entered in any federal or state court having jurisdiction thereof. Notwithstanding the foregoing, recognizing the irreparable damage will result to the parties theretoin the event of the breach or threatened breach of any of the covenants hereof and that the parties’ remedies at law for any such breach or threatened breach will be inadequate, and the prevailing party may apply parties shall be entitled to an injunction, including a mandatory injunction, to be issued by any court of competent jurisdiction for enforcement of ordering compliance with this Agreement or enjoining and restraining such award. In the event of the arbitration of any Dispute pursuant to this Section, the losing party in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentbreach.

Governing Law; Arbitration. (a) This Agreement, the negotiation, execution or performance of this Agreement and any Disputes arising under or related hereto (whether for breach of contract, tortious conduct or otherwise) shall be governed and interpreted construed in accordance with the laws Laws of the State of New York York, without giving effect reference to the its conflicts of law principles thereof. Any disputethat would refer the construction, controversy validity, interpretation or claim (each, a “Dispute”) arising out of or relating to this Agreementenforceability of, or the interpretationresolution of any Dispute under, breachthis Agreement to the substantive Laws of another jurisdiction. (b) Upon the Parties’ receiving the senior executives’ report that the Dispute referred to them pursuant to Section 12.1 has not been resolved, terminationa Party may institute binding arbitration with written notice to that effect to the other Party. Any such arbitration proceedings shall be take place in the English language, validity or invalidity thereofand governed by the International Institute for Conflict Prevention & Resolution, New York, NY (the “CPR”) and the Fast-Track Administered Arbitration Rules then in force. Each such arbitration shall be conducted by a panel of three arbitrators: one arbitrator shall be appointed by each of Manufacturer and Acorda and the third arbitrator, who shall be the chairperson of the tribunal, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong appointed by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submittedtwo Party-appointed arbitrators. The seat of Any such arbitration shall be Hong Kongheld in New York, NY, USA. There The arbitrators shall have the authority to direct the Parties as to the manner in which the Parties shall resolve the disputed issues, to render a final decision with respect to such disputed issues, or to grant specific performance with respect to any such disputed issue. Judgment upon the award so rendered may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Nothing in this Section 13.19 shall be three (3) arbitratorsconstrued to preclude either Party from seeking provisional remedies, including but not limited to temporary restraining orders and preliminary injunctions, from any court of competent jurisdiction, in order to protect its rights pending arbitration, but such preliminary relief shall not be sought as a means of avoiding arbitration. The complainant and the respondent to such dispute In no event shall each select one arbitrator within thirty (30) days after giving or receiving the a demand for arbitration (be made after the “Selection Period”)date when institution of a legal or equitable proceeding based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Such arbitrators Each Party shall be freely selected, bear its own costs and expenses incurred in connection with any arbitration proceeding and the parties Parties shall not be limited in their selection to any prescribed list. The chairman equally share the cost of the HKIAC shall select mediation and arbitration levied by the third arbitrator. If either party CPR. (c) For the preliminary relief set forth in Section 13.19(c) and to enforce the arbitral award, each Party consents, for itself and its Affiliates, to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman jurisdiction of the HKIAC. The arbitral proceedings courts of the State of New York, county of New York and the U.S. District Court for the Southern District of New York. (d) Any arbitration proceeding entered into pursuant to this Section 13.19 shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevail. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. In the event of the arbitration of any Dispute pursuant to this Section, the losing party in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentEnglish language.

Governing Law; Arbitration. (i) This Agreement shall be governed by, and interpreted construed in accordance with with, the laws of the State of New York without giving effect to York, regardless of the laws that might otherwise govern under applicable principles of conflicts of law principles thereof. Any disputelaw. (ii) Prior to any arbitration pursuant to Section 11(b)(iii), Parent and Holder shall negotiate in good faith for a period of thirty (30) calendar days to resolve any controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement or the breach hereof (other than any dispute with any of Parent’s valuations or other amounts set forth in the Notice, which shall be governed by the procedures set forth in Section 6 instead of this Section 11(b)). (iii) After expiration of the 30-day period contemplated by Section 11(b)(ii), such controversy or claim, including any claims for breach of this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong administered by the Hong Kong International American Arbitration Centre (Association under its Commercial Arbitration Rules, and judgment on the “HKIAC”) award rendered by the arbitrators may be entered in accordance any court having jurisdiction thereof. Parent and Holder may initiate an arbitration for any matter relating to this Agreement; provided that any dispute with any of Parent’s valuations or other amounts set forth in the Hong Kong International Arbitration Centre Administered Arbitration Rules (Notice shall be governed by the “HKIAC Rules”) procedures set forth in force at the time when the Arbitration Notice is submittedSection 6 instead of this Section 11(b). The seat number of arbitration shall be Hong Kong. There arbitrators shall be three (3). Within fifteen (15) arbitratorscalendar days after the commencement of arbitration, each of Parent and Holder shall select one (1) person to act as arbitrator, and the two (2) selected shall select a third arbitrator within fifteen (15) calendar days of their appointment. If the arbitrators selected by Parent and Holder are unable or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the American Arbitration Association. The complainant and place of the respondent to such dispute arbitration shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”)be New York, New York. Such The arbitrators shall be freely selected, lawyers or retired judges with experience in the industry of Parent and the parties shall not Borrower and with mergers and acquisitions. Except as may be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint required by law, neither a Party nor an arbitrator with may disclose the Selection Periodexistence, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevail. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. In the event of the arbitration content or results of any Dispute pursuant to this Section, arbitration hereunder without the losing party in such arbitration prior written consent of Parent and Holder. Parent shall pay to the prevailing party all fees and expenses and fees (including reasonable attorneys’ fees) incurred in connection with any arbitration, including the arbitration costs and expenses billed by the arbitrators in connection with the performance of such Disputetheir duties described herein; provided, however, that if the arbitrator rules in favor of Parent, the arbitrator’s fees and expenses shall be offset against the arbitration orderCVR Payment Amounts, ruling or award shall contain a specific provision providing for such paymentif any.

Governing Law; Arbitration. (a) This Agreement shall be governed by and interpreted in accordance with construed under the laws of the State of New York without giving effect as applied to agreements among New York residents entered into and to be performed entirely within New York. (b) Notwithstanding subsection (c) below, at the option of the Company, each of the parties hereto agrees for the benefit of the Company that any State or Federal court sitting in New York shall have exclusive jurisdiction to settle any disputes (including claims for set-off and counterclaims) and enforce any rights which may arise in connection with the validity, effect, interpretation or performance of, or the legal relationships established by, this Agreement or otherwise arising in connection with this Agreement. Each party hereto consents to venue in the New York Courts and irrevocably waives, to the conflicts fullest extent permitted by law, the defense of law principles thereofan inconvenient forum to the maintenance of any action therein. Any disputeEach party hereto agrees that the summons and complaint or any other process in any action may be served by notice given in accordance with Section 9, or as otherwise permitted by law. Each party hereto irrevocably waives the right to trial by jury. (c) Subject to the option in favor of the Company set out in subsection (b) above, any controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, Agreement shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled determined by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Rules of the American Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submittedAssociation. The tribunal shall consist of three arbitrators. The seat of the arbitration shall be Hong Kong. There shall be three (3) arbitratorsNew York City. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevail. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. In the event language of the arbitration shall be English. The parties hereto agree that the tribunal constituted under this clause shall have the power to grant the relief of specific performance in appropriate circumstances, and further agree, for the avoidance of doubt, that any Dispute competent court of its jurisdiction (including in the PRC courts) may enforce an order of the tribunal for specific performance. By agreeing to arbitration pursuant to this Sectionclause, the losing party parties hereto waive irrevocably their right to any form of appeal, review or recourse to any state court or other judicial authority, in as far as such arbitration shall pay waiver may validly be made, save that the parties do not intend to the prevailing party all expenses and fees deprive any competent court of its jurisdiction (including reasonable attorneys’ feesthe PRC courts) incurred to issue a pre-arbitral injunction, pre-arbitral attachment or other order in connection with aid of the arbitration proceedings or the enforcement of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentany award.

Governing Law; Arbitration. (a) This Agreement shall be governed in all respects, including as to validity, interpretation and interpreted effect, by and construed in accordance with the laws Laws of the State of New York (without giving effect to the conflicts choice of law principles thereof. Any thereof that would result in the application of the law of another jurisdiction). (b) Except as otherwise provided in Section 2.8, any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, termination or validity or invalidity thereof, thereof (a “Dispute”) shall be referred resolved by final and binding arbitration administered by the International Chamber of Commerce (“ICC”) pursuant to arbitration upon the demand its Rules of either party to the dispute with notice Arbitration then in effect (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC ICC Rules”), except as modified herein. (i) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There New York, New York and the arbitration shall be three conducted in the English language. (3ii) arbitratorsThe arbitration shall be conducted by a three-member arbitral tribunal (the “Arbitral Tribunal”). The complainant If there are only two parties to the arbitration, each Party shall nominate one arbitrator in accordance with the ICC Rules and the two arbitrators so nominated shall nominate a third arbitrator, who shall serve as chair of the Arbitral Tribunal, within thirty (30) days of the confirmation by the ICC Court of Arbitration (“ICC Court”) of the appointment of the second arbitrator. If there are more than two parties to the arbitration, then the claimant or claimants collectively, and respondent to such dispute or respondents collectively, shall each select nominate one arbitrator within thirty (30) days after giving of receipt by respondent or receiving respondents of the demand request for arbitration arbitration. The two arbitrators so nominated shall nominate the president (the “Selection PeriodPresident”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman ) within thirty (30) days of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made confirmation by the chairman ICC Court of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitratorssecond arbitrator. If the two party-appointed arbitrators cannot reach agreement on the President within the time periods specified herein, then the ICC Court shall appoint the chair in accordance with the Rules. If either all of the claimants or all of the respondents, respectively, fail to make a joint appointment of an arbitrator within the time limits set forth herein, unless otherwise agreed in writing by the parties, then the ICC Court shall appoint the remaining arbitrators in accordance with the Rules. (iii) The Arbitral Tribunal, upon the request of a Party to a Dispute and subject to Article 7 of the ICC Rules, may join any Party to this Agreement to the arbitration proceedings and may make a single, final award determining all Disputes between them. Each of the Parties to this Agreement consents and agrees to be joined to any arbitration proceedings in relation to any Dispute upon determination by the Arbitral Tribunal that such joinder is appropriate. (iv) A Party may request consolidation of two or more arbitrations pending under the ICC Rules into a single arbitration pursuant to Article 10 of the ICC Rules. The Parties agree that two or more arbitration proceedings may be consolidated in accordance with this Section 5.2 11.12(b)(iv) and subject to Article 10 of the ICC Rules, even if the parties to such arbitration proceedings are not identical. (v) In addition to monetary damages, the Arbitral Tribunal shall prevailbe empowered to award equitable relief, including, but not limited to an injunction and specific performance of any obligation under this Agreement. (vi) By agreeing to arbitration, the parties do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment or other order in aid of arbitration proceedings. Without prejudice to such provisional remedies that may be granted by a court, the Arbitral Tribunal shall have full authority to grant provisional remedies and to order a party to request that a court modify or vacate any temporary or preliminary relief issued by such court. (vii) The award of the arbitral tribunal Arbitral Tribunal shall be final and binding upon the parties thereto, and shall be the prevailing sole and exclusive remedy between the parties regarding any claims, counterclaims, issues, presented to the Arbitral Tribunal. Judgment upon any award may be entered in any court having jurisdiction over any party may apply or any of its assets. (viii) The parties consent and submit to a the non-exclusive personal jurisdiction and venue of any federal court located in the State of competent jurisdiction New York or, where such court does not have jurisdiction, any New York state court, in either case located in the Borough of Manhattan, New York City, New York (“New York Court”) for the enforcement of such awardany arbitral award rendered hereunder and to compel arbitration or for interim or provisional remedies in aid of arbitration. In any such action: (i) each party irrevocably waives, to the event fullest extent it may effectively do so, any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens or any right of objection to jurisdiction on account of its place of incorporation or domicile, which it may now or hereafter have to the bringing of any such action or proceeding in any New York Court; and (ii) each of the arbitration parties irrevocably consents to service of process sent by an international courier service (with written confirmation of receipt) to the address provided in Section 11.8 (Notices) or in any other manner permitted by applicable law. (c) PIL (i) irrevocably appoints Patria Investments US, LLC (the “PIL Agent for Service of Process”), located at 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as its authorized agent on which any and all legal process may be served in any dispute, controversy, claim, action or proceeding arising out of or related to this Agreement or any other Transaction Agreement, or any Transaction; (ii) agrees that service of process upon the PIL Agent for Service of Process shall constitute effective service of process upon it in any such dispute, controversy, claim, action or proceeding; and (iii) agrees that the failure of the PIL Agent for Service of Process to give notice to it of any Dispute pursuant such service shall not impair or affect the validity of such service or any judgment rendered in such dispute, controversy, claim, action or proceeding. If for any reason the PIL Agent for Service of Process shall cease to be available to act as such, PIL agrees to designate a new agent for service of process in the Borough of Manhattan, The City of New York, on the terms and for the purposes of this Section 11.12, and PIL shall, as soon as practicable, give notice to the Representatives of such new PIL Agent for Service of Process. Nothing herein shall be deemed to limit the ability of any other party hereto to serve any such legal process in any other manner permitted by Applicable Law or to obtain jurisdiction over any such party or bring actions, suits or proceedings as may be permitted by Applicable Law. (d) PIL Uruguay (i) irrevocably appoints Patria Investments US, LLC (the “PIL Uruguay Agent for Service of Process”), located at 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, as its authorized agent on which any and all legal process may be served in any dispute, controversy, claim, action or proceeding arising out of or related to this SectionAgreement or any other Transaction Agreement, or any Transaction; (ii) agrees that service of process upon the PIL Uruguay Agent for Service of Process shall constitute effective service of process upon it in any such dispute, controversy, claim, action or proceeding; and (iii) agrees that the failure of the PIL Uruguay Agent for Service of Process to give notice to it of any such service shall not impair or affect the validity of such service or any judgment rendered in such dispute, controversy, claim, action or proceeding. If for any reason the PIL Uruguay Agent for Service of Process shall cease to be available to act as such, PIL Uruguay agrees to designate a new agent for service of process in the Borough of Manhattan, The City of New York, on the terms and for the purposes of this Section 11.12, and PIL Uruguay shall, as soon as practicable, give notice to the Representatives of such new PIL Uruguay Agent for Service of Process. Nothing herein shall be deemed to limit the ability of any other party hereto to serve any such legal process in any other manner permitted by Applicable Law or to obtain jurisdiction over any such party or bring actions, suits or proceedings as may be permitted by Applicable Law. (e) The Moneda Shareholders (i) irrevocably appoint CT Corporation System (the “Moneda Shareholders Agent for Service of Process”), located at 00 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, as their authorized agent on which any and all legal process may be served in any dispute, controversy, claim, action or proceeding arising out of or related to this Agreement or any other Transaction Agreement, or any Transaction; (ii) agree that service of process upon the Moneda Shareholders Agent for Service of Process shall constitute effective service of process upon them in any such dispute, controversy, claim, action or proceeding; and (iii) agree that the failure of the Moneda Shareholders Agent for Service of Process to give notice to them of any such service shall not impair or affect the validity of such service or any judgment rendered in such dispute, controversy, claim, action or proceeding. If for any reason the Moneda Shareholders Agent for Service of Process shall cease to be available to act as such, the losing party Moneda Shareholders agree to designate a new agent for service of process in such arbitration shall pay to the prevailing party all expenses Borough of Manhattan, the City of New York, on the terms and fees (including reasonable attorneys’ fees) incurred in connection with for the arbitration purposes of such Disputethis Section 11.12, and the arbitration orderMoneda Shareholders shall, ruling as soon as practicable, give notice to PIL of such new Moneda Shareholders Agent for Service of Process. Nothing herein shall be deemed to limit the ability of any other party hereto to serve any such legal process in any other manner permitted by Applicable Law or award to obtain jurisdiction over any such party or bring actions, suits or proceedings as may be permitted by Applicable Law. (f) The Company (i) irrevocably appoints CT Corporation System (the “Company Agent for Service of Process”), located at 00 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, as its authorized agent on which any and all legal process may be served in any dispute, controversy, claim, action or proceeding arising out of or related to this Agreement or any other Transaction Agreement, or any Transaction; (ii) agrees that service of process upon the Company Agent for Service of Process shall contain constitute effective service of process upon it in any such dispute, controversy, claim, action or proceeding; and (iii) agree that the failure of the Company Agent for Service of Process to give notice to it of any such service shall not impair or affect the validity of such service or any judgment rendered in such dispute, controversy, claim, action or proceeding. If for any reason the Company Agent for Service of Process shall cease to be available to act as such, the Company agrees to designate a specific provision providing new agent for service of process in the Borough of Manhattan, the City of New York, on the terms and for the purposes of this Section 11.12, and the Company shall, as soon as practicable, give notice to PIL of such paymentnew Company Agent for Service of Process. Nothing herein shall be deemed to limit the ability of any other party hereto to serve any such legal process in any other manner permitted by Applicable Law or to obtain jurisdiction over any such party or bring actions, suits or proceedings as may be permitted by Applicable Law.

Governing Law; Arbitration. This Agreement (a) The parties agree that any and all disputes arising under or related in any way to this letter or the transactions contemplated hereby shall be governed and interpreted resolved solely in accordance with arbitration before the laws Chancery Court of the State of New York Delaware (the “Delaware Court of Chancery”) as set forth below. Accordingly, and for the sake of clarity, the parties agree that they are waiving and relinquishing the right to bring any dispute arising under or related in any way to this letter or the transactions contemplated hereby before a court of any state or the United States; that they are waiving any right to have such dispute decided by a jury; and that they are also waiving any right to argue that the forum for the arbitration is an inconvenient one. The parties intend that this Section 9 be interpreted as broadly as possible, and in favor of prompt and binding arbitration (b) This letter shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect regard to the principles of conflicts of law principles laws thereof. Any dispute, The parties hereto agree that any dispute or controversy arising out of or claim in connection with this letter or the transactions contemplated hereby (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred arbitrated in the Delaware Court of Chancery pursuant to arbitration upon 10 Del. C. § 349 and the demand Rules of either party to the dispute with notice Delaware Court of Chancery promulgated thereunder (the “Arbitration NoticeChancery Rules”) to the other). The parties hereto agree to take all steps necessary or advisable, including execution of documents to be filed with the Delaware Court of Chancery, in order properly to submit such Dispute shall be settled by arbitration for Arbitration (as defined in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”Chancery Rules) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”this Section 9(b). Such arbitrators shall be freely selected, and each such party agrees that it shall raise no objection to the parties shall not be limited in their selection to any prescribed list. The chairman submission of the HKIAC shall select the third arbitrator. If either party Dispute to Arbitration in accordance with this Section 9(b) and further irrevocably waives, to the arbitration fails fullest extent permitted by law, any objection that it may have or hereafter have to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman submission of the HKIAC. such Dispute for Arbitration or any right to lay claim to jurisdiction in any venue. (c) The arbitral proceedings Arbitration shall be conducted in Englishaccordance with the Chancery Rules; provided that the parties hereto may agree to amend, modify or alter such rules, and/or adopt new rules, in each case with the consent of the Arbitrator. To Any such amendments, modifications or alterations shall be in writing and signed by an authorized representative of each such party. The Arbitration shall take place in Delaware or such other location as the parties and the Arbitrator (as defined below) may agree. (d) The Arbitration shall be presided over by one arbitrator (the “Arbitrator”) who shall be a chancellor or vice-chancellor of the Delaware Court of Chancery appointed as an arbitrator by the Delaware Court of Chancery. (e) Any issue concerning the extent to which any Dispute is subject to Arbitration shall be decided by the Arbitrator. (f) The arbitral award (the “Award”) shall (i) be written or oral, (ii) state the reasons for the award, and (iii) be the sole and exclusive binding remedy with respect to the Dispute between and among the parties. The parties hereto acknowledge that time is of the essence and the parties agree that they shall not seek to vary the timing provisions of the Chancery Rules. Judgment on the Award may be entered in any court having jurisdiction thereof. All Awards of the Arbitrator shall be final, nonappealable and binding on the parties. The parties hereto waive any right to refer any question of law and right of appeal on the law and/or merits to any court, including any appeal contemplated by 10 Del. C. § 349(b). The Award shall be deemed an award of the United States, the relationship between the parties shall be deemed commercial in nature, and any Dispute arbitrated pursuant to this Section 9 shall be deemed commercial. (g) The Arbitrator shall have the authority to grant any equitable or legal remedies that would be available in any judicial proceeding intended to resolve a Dispute, including entering injunctive or other equitable relief pending the final decision of the Arbitrator or the rendering of the Award. Notwithstanding the foregoing, the parties hereto agree that any petition for arbitration submitted pursuant to this Section 9 shall seek specific performance and may also seek monetary damages, but only in the event that a grant of an award of specific performance of the transactions contemplated hereby is not awarded. (h) The parties hereto agree that the HKIAC Rules Arbitration, and all matters relating thereto or arising thereunder, including the existence of the Dispute, the proceeding and all of its elements (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and any decision of the Arbitrator or Award), shall be kept strictly confidential, and each party hereby agrees that such information shall not be disclosed beyond (i) the Arbitrator or such other persons as are contemplated by 10 Del C. § 349(b), (ii) such party’s legal counsel, for any purpose related to the Dispute, (iii) the other party to the Dispute, (iv) the other party’s legal counsel, for any purpose related to the Dispute, (v) any person necessary to the conduct of the Arbitration, and (vi) solely in conflict connection with a party’s enforcement of an Award in a court having jurisdiction thereof in accordance with Section 9, such court; provided, however, that each party hereto agrees that, prior to disclosing any information to any party listed in subclauses (ii), (iv) or (v) above, such party shall use its best efforts to cause the recipient of such information to agree to maintain the confidentiality of such agreement in a manner consistent with the terms hereof. (i) Each party hereto shall bear its own legal fees and costs in connection with the Arbitration; provided, however, that each such party shall pay one-half of any filing fees, fees and expenses of the Arbitrator or other similar costs incurred by the parties in connection with the prosecution of the Arbitration. (j) The parties acknowledge that the Arbitrator may impose rules different from, or in addition to, those set forth in this Section 9, and nothing in this Section 9 shall be construed to limit or restrict the Arbitrator from adopting any such rules. Notwithstanding the foregoing, each party hereto shall use its best efforts to cause the Arbitration to be conducted in accordance with the procedures set forth in the foregoing provisions of this Section 5.29, including and hereby further waives the provisions concerning right to object to the appointment conduct of the arbitrators, Arbitration in accordance therewith. (k) Notwithstanding the other provisions of this Section 5.2 9, each party hereto shall prevailbe entitled to seek interim or provisional relief in the Delaware Court of Chancery or, if the Delaware Court of Chancery lacks subject matter jurisdiction, any Federal court located in the State of Delaware to (i) remedy or prevent breaches of this letter or (ii) maintain the status quo, in each case until such time as the Arbitrator has been appointed. The award Each party hereto (i) irrevocably submits itself to the personal jurisdiction of the arbitral tribunal shall be final and binding upon Delaware Court of Chancery or any Federal court located in the parties theretoState of Delaware in any proceeding seeking such relief, and the prevailing party may apply (ii) agrees that it will not attempt to a court of competent deny or defeat such personal jurisdiction by motion or other request for enforcement of leave from any such award. In the event of the arbitration of any Dispute pursuant to this Section, the losing party in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentcourt.

Governing Law; Arbitration. This Agreement Warrant Certificate and the Warrants shall be governed by, and interpreted construed in accordance with with, the laws of the State of New York California, without giving effect to the conflicts of law principles thereoflaws principles. Any dispute, claim or controversy or claim (each, a “Dispute”) arising out of or relating to the Warrants or this Agreement, Warrant Certificate or any breach thereof between the interpretation, breach, termination, validity or invalidity thereof, parties shall be referred submitted to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the otherFINAL AND BINDING ARBITRATION BEFORE JAMS IN THE STATE OF CALIFORNIA, COUNTY AND CITY OF LOS ANGELES, PURSUANT TO THE JAMS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES. ALL PARTIES FURTHER AGREE THAT THE ARBITRATION SHALL BE CONDUCTED BEFORE A SINGLE JAMS ARBITRATOR WHO IS A RETIRED CALIFORNIA OR FEDERAL JUDGE OR JUSTICE. The Dispute parties shall be settled by arbitration in Hong Kong mutually agree on one arbitrator from the list provided by the Hong Kong International Arbitration Centre (arbitrating organization; provided that if the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration parties cannot agree, then each party shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty from the list, and the two (302) days after giving arbitrators so selected shall agree upon a third (3rd) arbitrator chosen from the same list, which third (3rd) arbitrator shall determine the dispute. The arbitrator shall, to the fullest extent permitted by law, have the power to grant all legal and equitable remedies including provisional remedies and award compensatory damages provided by law, however, the arbitrator shall not have authority to award punitive or receiving exemplary damages. The arbitrator shall award costs a the demand for terms and conditions of this Warrant Certificate. The prevailing party in any arbitration (the “Selection Period”). Such arbitrators or litigation shall be freely selectedreimbursed for its arbitration costs (including -prevailing party. The parties further agree that, upon application of the prevailing party, any Judge of the Superior Court of the State of California, for the County of Los Angeles, may enter a judgment based on the final arbitration award issued by the JAMS arbitrator, and the parties shall not be limited in their selection expressly agree to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party submit to the arbitration fails jurisdiction of this Court for such a purpose. No action at law or in equity based upon any claim arising out of or related to appoint an arbitrator with the Selection Period, the relevant appointment this Warrant Certificate shall be made instituted in any court by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevail. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing any party may apply (or their respective equity holders) except (A) an action to a court of competent jurisdiction for enforcement of such award. In the event of the compel arbitration of any Dispute pursuant to this Section, the losing party Section 19 or (B) an action to enforce an award obtained in such an arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred proceeding in connection accordance with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentthis Section 19. THE PARTIES UNDERSTAND THAT BY AGREEMENT TO BINDING ARBITRATION THEY ARE GIVING UP THE RIGHTS THEY MAY OTHERWISE HAVE TO TRIAL BY A COURT OR A JURY AND ALL RIGHTS OF APPEAL AND TO AN AWARD OF PUNITIVE OR EXEMPLARY DAMAGES.

Governing Law; Arbitration. (a) This Agreement shall be governed by and interpreted construed in accordance with the laws of the State of New York without giving effect Delaware. (b) Except for defaults relating to payments as provided for in any of the conflicts Transaction Documents or in connection with pursuit of law principles thereof. Any any equitable remedy, any dispute, deadlock, controversy or claim arising out of, relating to or in connection with any of the Transaction Documents, including any question regarding the existence, validity or termination, or a breach thereof but excluding any breaches for payments under such agreements (eachhereafter, each such dispute, deadlock, controversy, claim or breach, a “Dispute”) arising out of or relating to this Agreement), or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by binding arbitration in Hong Kong administered by the Hong Kong International American Arbitration Centre Association (the “HKIACAAA”) in accordance with the Hong Kong International Arbitration Centre Administered its Commercial Arbitration Rules in effect on the date of this Agreement. A Member desiring to submit a Dispute arising out of, relating to or in connection with this Agreement to arbitration shall give written notice to such effect to the other Member(s) and to the AAA. (c) Any and all arbitrations shall take place in Baltimore, Maryland, or at such other place as the “HKIAC Rules”) in force at the time when the Arbitration Notice is submittedparties may mutually agree, before a single arbitrator. The seat AAA shall designate the arbitrator for each arbitration proceeding. (d) As part of the award, the arbitrator shall have the authority to allocate to either party all or a portion of the costs, fees and expenses incurred by the other party in connection with the arbitration shall be Hong Kong. There shall be three and in the preparation for the arbitration, including (3a) reasonable attorney’s fees and expenses, (b) the AAA’s administrative fees and expenses, and (c) the fees and expenses of the arbitrators. The complainant and the respondent to such dispute shall Except as provided above, each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails shall equally bear the fees and expenses of the arbitration proceeding, including those of the arbitrator and the AAA, and each party shall be responsible for any legal fees incurred by it in connection with any arbitration. (e) The parties agree to appoint an facilitate the arbitration by (i) conducting arbitration hearings to the greatest extent possible on successive days, and (ii) observing strictly the time periods established by the Rules or by the arbitrator for submission of evidence or briefs. (f) The arbitrator shall have the authority to grant prejudgment injunctive or interim relief. Direct testimony may be submitted by sworn affidavit, written question and answer or oral testimony. Reasonable discovery shall be permitted. The decision of the arbitrator shall be rendered as expeditiously as possible. Any award shall set forth the factual and legal grounds upon which it is based. The arbitrator shall not have any authority to award special, exemplary, indirect, consequential or punitive damages. (g) The award may be made public only with the Selection Periodwritten consent of all parties to the arbitration; provided, the relevant appointment shall however, that any ruling or award may be made by the chairman cited in any subsequent dispute. The factual findings of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevail. The award of the arbitral tribunal arbitrator shall be final and binding upon on the parties theretoto the arbitration and shall not be subject to judicial review. In any proceeding to vacate or confirm the award, the reviewing court shall have full jurisdiction to review and correct errors of law as if sitting in review of the decision of a lower court. Subject to the review permitted by the preceding sentence, judgment on any award or determination rendered by the arbitrator may be entered in any a court having jurisdiction thereof, and the prevailing party may apply parties to a the arbitration authorize any such court of competent jurisdiction for enforcement of such award. In to enter judgment on the event award or determination. (h) Each of the arbitration Members hereby undertakes to carry out without delay the provisions of any Dispute pursuant arbitration award or decision, if applicable to this Section, the losing party in such arbitration shall pay it. (i) Except as expressly provided above to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred contrary or in connection with pursuit of an equitable remedy, each Member agrees that arbitration under this section 16.2 is the arbitration of such exclusive method for resolving any Dispute with respect to this Agreement and that it will not commence any action or proceeding based on a Dispute, and except to enforce an arbitrator’s decisions as provided in this section 16.2 or to compel the other Member to participate in arbitration order, ruling under this section 16.2 or to vacate or confirm the award shall contain a specific provision providing for such paymentas provided in this section 16.2.

Governing Law; Arbitration. This Agreement shall be governed The Parties hereby agree that in order to obtain prompt and interpreted in accordance with the laws expeditious resolution of the State of New York without giving effect to the conflicts of law principles thereof. Any dispute, controversy or claim (each, a “Dispute”) all disputes arising out of or relating to this Agreement, including the existence, validity, interpretation or performance of this Agreement or the interpretationtransactions contemplated by this Agreement (including, breachfor the avoidance of doubt, terminationany claim arising out of or related to the Parties’ relationship, validity rights, duties and obligations hereunder, whether based on contract, tort or invalidity thereofstatute, and the substantive or procedural arbitrability of any claim hereunder) (each, a “Dispute”), all Disputes shall be referred to exclusively resolved by final and binding arbitration upon under the demand of either party to DRAA and the dispute with notice (the “Delaware Rapid Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong Rules promulgated thereunder by the Hong Kong International Arbitration Centre Supreme Court of the State of Delaware (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force effect at the time when of the Arbitration Notice is submitteddate of delivery of the notice of arbitration, except as modified herein. (a) The arbitral panel shall consist of three arbitrators (the “Tribunal”). The seat situs of the arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant the State of Delaware, although the evidentiary and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral other proceedings shall be conducted in EnglishNew York (Manhattan), New York. To The Tribunal may conduct proceedings in other locations if necessary for the extent taking of evidence. The language of the arbitration proceedings, and of the arbitral award, shall be the English language. The Parties agree that (A) the HKIAC Rules are in conflict with claimant(s) and respondent(s) shall each appoint one arbitrator within twenty (20) days of the provisions date of this Section 5.2delivery of the notice of arbitration; and (B) the two party-appointed arbitrators shall appoint the third arbitrator, including who shall serve as the provisions concerning chair of the Tribunal, within twenty (20) days from the date of the appointment of the arbitratorssecond arbitrator. Each member of the Tribunal must be a former judge of the Delaware Supreme Court and/or Delaware Court of Chancery; provided, that in the event a former Delaware judge is unavailable to serve as arbitrator for one or more of the positions on the Tribunal, then the Parties shall submit a petition for the appointment of one or more arbitrators (as needed to complete the three-member Tribunal) to the Court of Chancery of the State of Delaware under Section 5805 of the DRAA. Any arbitrator not timely appointed as provided in clause (A) or (B) of this Section 5.2 11(a) shall prevail. The award be appointed by the Delaware Court of Chancery in accordance with Section 5805 of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such awardDRAA. In the event that the Tribunal retains counsel in consultation with the parties hereto under Section 5806 of the DRAA, then such counsel shall be impartial and shall be knowledgeable about and experienced with the practice of law and have had at least fifteen (15) years of legal experience in the area of mergers and acquisitions or complex commercial transactions. Only the Court of Chancery of the State of Delaware shall have the power and authority to appoint a new arbitrator in the event any arbitrator becomes unable to continue as arbitrator for any reason. (b) The arbitration shall be deemed commenced when the claimant(s) deliver a notice of arbitration to all of the respondents in the manner provided for notices in Section 8. The Parties agree that the preliminary conference shall be no later than ten (10) days after the constitution of the Tribunal. The Parties agree that any service or written communication (including, the answer, any reply or exchange of information) under the DRAA or the Rules shall be made in a manner provided by Section 8 of this Agreement, or as otherwise agreed by the Parties. In connection with any arbitration proceeding hereunder, the Tribunal shall allow reasonable requests for the production of documents relevant to the dispute and permit the taking of depositions limited to not more than five (5) persons on each side and for not more than six (6) hours in total for the deposition of each such person. Where reasonably necessary, depositions may be taken by videoconference or other telephonic means, or in the jurisdiction where a witness resides or regularly transacts business. The Tribunal may seek to compel the production of evidence from non-parties to the fullest extent permitted by applicable Law. The arbitration hearing shall be limited to one (1) day, if the Tribunal deems such limitation appropriate, and provided that the Tribunal, where it considers it appropriate in order to provide any party with a full and fair opportunity to be heard, may require a hearing be held over the course of more than one day, and shall be conducted as soon as reasonably practicable after the constitution of the Tribunal, as determined by the Tribunal. (c) For the purposes of DRAA § 5808(b), and all other purposes, the Tribunal shall issue its final award as promptly as practicable, taking into account the nature of the claims and any other facts or circumstances the Tribunal deems relevant, but in no event later than ninety (90) calendar days after the close of the arbitration hearing. The Parties agree that the Tribunal may extend any deadline set forth in Section 11(b) and this Section 11(c) if, in its own discretion, more time is needed in light of the nature of the claims and the relevant facts and circumstances. The Tribunal is authorized to award monetary damages and to grant specific performance of this Agreement and other injunctive relief, including interim relief pending the final award. The Parties to any Dispute pursuant to this Section, the losing party in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) bear their own costs incurred in connection with the arbitration and share equally the fees and expenses of such Disputethe Tribunal and the costs of administration, except as otherwise provided by Section 9.5 of the Purchase Agreement. (d) The Parties agree that any arbitral panel constituted under the DRAA to resolve any dispute arising under or relating to the Purchase Agreement, the purchase agreement between 1995370 Alberta Inc. and CIT Transportation Holdings B.V., dated as of the same date, (the “Canadian Purchase Agreement”) or the guaranty of HNA Group Co., Ltd. in favor of Seller, dated as of the same date (the “Guaranty”) shall also have jurisdiction over each Party hereto, and may also resolve disputes arising under or relating to this Agreement. The Parties intend that the rights of all parties relating to the enforcement of this Agreement, the Purchase Agreement, the Canadian Purchase Agreement or the Guaranty shall be determined as quickly as possible, and no Party shall object to being named as a party to such a proceeding to resolve any Dispute. The Parties further consent and agree that any arbitral panel constituted under the DRAA to resolve a dispute arising under or relating to the Purchase Agreement, the Canadian Purchase Agreement or the Guaranty shall also have jurisdiction over each Party hereto, and may also resolve Disputes. The Parties further agree that in the event an arbitral proceeding under this Section 11 has been commenced, any dispute arising under or relating to the Purchase Agreement, the Canadian Purchase Agreement or the Guaranty thereafter arising shall be consolidated with and into the arbitral proceeding already commenced hereunder; and that in the event an arbitral proceeding has been commenced as provided in the Purchase Agreement, the Canadian Purchase Agreement or the Guaranty, any Dispute thereafter arising shall be consolidated with and into the arbitral proceeding already commenced as provided in the Purchase Agreement, the Canadian Purchase Agreement or the Guaranty, such that all disputes arising under this Section 11, the Purchase Agreement, the Canadian Purchase Agreement or the Guaranty shall proceed in one consolidated arbitration; provided, however, an arbitral tribunal constituted under this Section 11 or the Purchase Agreement, the Canadian Purchase Agreement or the Guaranty shall, prior to consolidation of the arbitration orderproceeding, ruling and after providing all interested parties the opportunity to comment on such consolidation, have the authority to order that consolidation shall not occur if it determines that (i) there are no common questions of law or fact in the arbitrations to be consolidated; (ii) the proceedings in the arbitration before it would be improperly delayed or disrupted, or a party would otherwise suffer undue prejudice, by consolidation; or (iii) consolidation would not be more efficient than separate arbitral proceedings. In order to give effect to consolidation as provided herein, the arbitral tribunal constituted under this Section 11 or the Purchase Agreement, the Canadian Purchase Agreement or the Guaranty shall have the authority to extend its deadline to hold a preliminary conference or render a final award as provided in Section 11(b) and Section 11(c), respectively. For the avoidance of doubt, the presumption shall be in favor of consolidation of all proceedings arising under this Agreement or the Purchase Agreement, the Canadian Purchase Agreement or the Guaranty. (e) In furtherance of this Section 11, the Parties hereby acknowledge and agree that if the Tribunal determines that a Party has brought a claim, action or other legal proceeding of any nature, whether at law or in equity, in contract, tort, or otherwise, solely arising under this Agreement in any court or other adjudicating body or forum other than in accordance with this Section 11, the Tribunal shall grant an arbitral award directing the release of all of the Deposit to the other Party. (f) The arbitral award shall contain a specific provision providing for such paymentbe final and non-appealable and not subject to challenge. Judgment upon the arbitral award may be entered by the Court of Chancery of the State of Delaware or the Superior Court of the State of Delaware in accordance with the DRAA, and enforced in any court of competent jurisdiction. The Parties hereby agree to waive any claim that this agreement to arbitrate is not valid under the Laws of the U.S., any foreign country or any international agreement. (g) For the avoidance of doubt, the Parties hereby acknowledge and agree that any legal proceeding conducted under this Section 11 shall be governed by or construed under the laws of the State of Delaware, without regard to principles of conflict of laws and regardless of whether the laws of the State of Delaware govern the Parties’ other rights, remedies, liabilities, powers and duties.

Governing Law; Arbitration. This Agreement shall be governed by, and interpreted construed in accordance with with, the laws law of the State state of New York without giving effect to the conflicts of law principles thereof. York. (a) Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, termination or validity or invalidity thereofhereof, shall be referred resolved in accordance with this Section 13. Any dispute, controversy or claim arising out of or relating to arbitration upon this Agreement, or the demand of either party interpretation, breach, termination or validity hereof, shall be initially be resolved through consultation. Such consultation shall begin immediately after one Party hereto has delivered to the other Parties hereto a written request for such consultation. If within thirty (30) days following the date on which such notice is given the dispute with notice (cannot be resolved, the “Arbitration Notice”) to the other. The Dispute dispute shall be settled resolved by arbitration. (b) The arbitration shall be conducted in Hong Kong by under the auspices of the Hong Kong International Arbitration Centre (the “HKIACCentre”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong). There shall be three (3) arbitrators. The complainant SCAC, on the one hand, and FounderCo, on the respondent to such dispute other hand, shall each select one (1) arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed listarbitration. The chairman Chairman of the HKIAC Centre shall select act as the third arbitrator. If either party to the arbitration fails to SCAC or FounderCo does not appoint an arbitrator with who has consented to participate within thirty (30) days after selection of the Selection Periodfirst arbitrator, the relevant appointment shall be made by the chairman Chairman of the HKIAC. Centre. (c) The arbitral arbitration proceedings shall be conducted in English. To The arbitration tribunal shall apply the extent that UNCITRAL Arbitration Rules in effect at the HKIAC Rules time of the arbitration. However, if such rules are in conflict with the provisions of this Section 5.2, 13 including the provisions concerning the appointment of the arbitrators, the provisions of this Section 5.2 13 shall prevail. . (d) The arbitrators shall decide any dispute submitted by the Parties to the arbitration strictly in accordance with the substantive law of the State of New York and shall not apply any other substantive law, except to the extent required by the terms of this Agreement. (e) Each Party hereto shall cooperate with the others in making full disclosure of and providing complete access to all information and documents requested by the others in connection with such arbitration proceedings, subject only to any confidentiality obligations binding on such Party. (f) The award of the arbitral arbitration tribunal shall be final and binding upon the parties theretodisputing Parties, and the prevailing party any Party may apply to a court of competent jurisdiction for enforcement of such award. In . (g) Each Party shall cooperate and use their respective best efforts to take all actions reasonably required to facilitate the event prompt enforcement in the PRC or in any other jurisdiction of any arbitration award made by the tribunal. (h) A Party shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitration of any Dispute pursuant to this Section, the losing party in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentarbitral tribunal.

Governing Law; Arbitration. (a) This Agreement shall be governed by and interpreted construed in accordance with the laws of the State of New York York, without giving effect regard to the conflicts of law principles thereof. Any disputerules of such state, controversy except that Delaware Law shall apply to the Merger. (b) Subject to the terms of Section 13.11 of this Agreement, which relate solely and exclusively to Buyer’s right to specifically enforce the terms of this Agreement prior to its termination pursuant to Section 10.01 or claim (eachthe Closing, a “Dispute”) the parties acknowledge and agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or relating in connection with, this Agreement or the transactions contemplated hereby, shall be exclusively referred to and finally resolved by arbitration under the applicable rules of the London Court of International Arbitration (“LCIA”) as of the date of this Agreement, or which rules are deemed to be incorporated by reference into this clause, and applying the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon substantive laws of the demand State of either party to the dispute with notice New York (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”and subject to Section 13.06(a) in force at the time when the Arbitration Notice is submittedabove). The seat of the arbitration shall be Hong Kong. There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selectedNew York County, New York, and the parties shall not language to be limited used in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To The number of arbitrators shall be three. Each of Buyer, on the extent one hand, and the Company, on the other hand, shall have the right to nominate an arbitrator and the third, who shall be chairman of the tribunal, shall be nominated by the two party-appointed arbitrators. The tribunal shall use its reasonable best efforts to prepare written findings of fact and conclusions of law within two months of the conclusion of the arbitration hearing. It is mutually agreed that the HKIAC Rules are written decision of the tribunal shall be valid, binding and final from the day it is made and not capable of appeal. The tribunal shall have power to take whatever interim measures it deems necessary, including injunctive relief, specific performance and other equitable relief. Judgment upon the award rendered by the tribunal may be entered in conflict any court having jurisdiction thereof. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 13.01 shall be deemed effective service of process on such party. (c) Without prejudice to the generality of Section 13.06(b), each party hereby acknowledges and agrees that any dispute arising in connection with or in respect of the Deposit Escrow Amount, including which party is entitled to receive the Deposit Escrow Amount and whether an event has occurred in respect of which the Deposit Escrow Amount is payable to the Company or by the Company pursuant to Section 10.02(b) shall be exclusively determined and resolved pursuant to the provisions of this Section 5.2, including 13.06(b) and (c) and shall not be subject to dispute or adjudication pursuant to the provisions concerning the appointment terms of the arbitrators, this Deposit Escrow Agreement. (d) Each party agrees that service in person or by certified or by nationally recognized overnight courier to its address set forth in Section 5.2 13.01 shall prevail. The award of the arbitral tribunal shall be final constitute valid in personam service upon such party and binding upon the parties thereto, its successors and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. In the event of the assigns in any arbitration of any Dispute proceeding commenced pursuant to this Section, Section 13.06. (e) Each party acknowledges and agrees that the losing party in such arbitration shall pay to choice of the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with laws of the arbitration State of such Dispute, New York as the governing law of this Agreement and the arbitration orderother Transaction Documents and Delaware Law as the governing law of the Merger was freely made by it for bona fide purposes. (f) Each party hereby acknowledges that this is a commercial transaction, ruling or award shall contain a specific provision providing that the foregoing provisions for consent to arbitration, service of process and waiver of jury trial have been read, understood and voluntarily agreed to by each party and that by agreeing to such paymentprovisions each party is waiving important legal rights.

Governing Law; Arbitration. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and interpreted construed in accordance with the laws of the State of New York Hong Kong without giving effect to the conflicts any choice or conflict of law principles provision or rule thereof. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, termination or validity or invalidity thereofhereof, shall be referred submitted to arbitration upon the demand request of either any party with notice to the dispute with notice (the “Arbitration Notice”) to the otherother party. The Dispute arbitration shall be settled by arbitration conducted in Hong Kong by under the auspices of the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre HKIAC Administered Arbitration Rules (the “HKIAC Rules”) then in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall effect, which rules are deemed to be Hong Kongincorporated by reference into this Section 9(b). There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed listarbitration. The chairman Chairman of the HKIAC shall select the third arbitrator, who shall be qualified to practice law in Hong Kong. If either party to the arbitration fails to does not appoint an arbitrator with who has consented to participate within 30 days after selection of the Selection Periodfirst arbitrator, the relevant appointment shall be made by the chairman Chairman of the HKIAC. The arbitral arbitration proceedings shall be conducted in English. To Each party irrevocably waives, to the fullest extent that it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such arbitration in Hong Kong and the HKIAC, and hereby submits to the exclusive jurisdiction of HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevailany such arbitration. The award of the arbitral arbitration tribunal shall be final conclusive and binding upon the parties theretodisputing parties, and any party to the prevailing party dispute may apply to a court of competent jurisdiction for enforcement of such award. In Any party to the event dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitration of any Dispute pursuant to this Section, the losing party in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentarbitral tribunal.

Governing Law; Arbitration. a. This Agreement shall be governed interpreted and interpreted construed in accordance with the substantive laws (and not the law of conflicts) of the State of New York without giving and the United States of America with the same force and effect as if fully executed and to the conflicts of law principles thereof. Any disputebe fully performed therein. b. All actions or proceedings arising in connection with, controversy or claim (each, a “Dispute”) arising out of touching upon or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, breach thereof and/or the scope of the provisions of this Paragraph 9 (a "Proceeding") shall be referred submitted to JAMS ("JAMS") for binding arbitration, either under its Comprehensive Arbitration Rules and Procedures if the matter in dispute is over Two Hundred Fifty Thousand Dollars ($250,000) or under its Streamlined Arbitration Rules and Procedures if the matter in dispute is Two Hundred Fifty Thousand Dollars ($250,000) or less (as applicable, the "Rules"), such arbitration upon to be held solely in Los Angeles, California U.S.A., in the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) English language, in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of following provisions: i. Each arbitration shall be Hong Kongconducted by an arbitral tribunal (the "Arbitral Board") consisting of a single arbitrator who shall be mutually agreed upon by the Parties. If the Parties are unable to agree on an arbitrator, the arbitrator shall be appointed by JAMS. The arbitrator shall be a retired judge with at least ten (10) years' experience in commercial matters. ii. The Arbitral Board shall assess the cost, fees and expenses of the arbitration against the losing party, and the prevailing party in any arbitration or legal proceeding relating to this Agreement shall be entitled to all reasonable expenses (including, without limitation, reasonable attorneys' fees). Notwithstanding the foregoing, the Arbitral Board may require that such fees be borne in such other manner as the Arbitral Board determines is required in order for this arbitration clause to be enforceable under applicable law. iii. The parties shall be entitled to conduct discovery, provided that (a) the Arbitral Board must authorize all such discovery in advance based on findings that the material sought is relevant to the issues in dispute and that the nature and scope of such discovery is reasonable under the circumstances, and (b) discovery shall be limited to depositions and production of documents unless the Arbitral Board finds that another method of discovery (e.g., interrogatories) is the most reasonable and cost­ efficient method of obtaining the information sought. iv. There shall be a record of the proceedings at the arbitration hearing, and the Arbitral. Board shall issue a Statement of Decision setting forth the factual and legal basis for the Arbitral Board's decision. If no party gives written notice requesting an appeal within ten (10) Business Days after the issuance of the Statement of Decision, the Arbitral Board's decision shall be final and binding as to all matters of substance and procedure, and maybe enforced by a petition to a court of competent jurisdiction, which may be made ex parte, for confirmation and enforcement of the award. v. If a party gives written notice requesting an appeal within ten (10) Business Days after the issuance of the Statement of Decision, the award of the Arbitral Board shall be appealed to three (3) arbitratorsneutral arbitrators (the "Appellate Arbitrators"), each of whom shall have the same qualifications and be selected through the same procedure as the Arbitral Board. The complainant and the respondent to such dispute appealing party shall each select one arbitrator file its appellate brief within thirty (30) days after giving or receiving its written notice requesting the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selectedappeal, and the parties other party shall file its brief within thirty (30) days thereafter. The Appellate Arbitrators shall thereupon review the decision of the Arbitral Board applying the same standards of review (and all of the same presumptions) as if the Appellate Arbitrators were a New York State Supreme Court, Appellate Division reviewing a judgment of the New York State Supreme Court, except that the Appellate Arbitrators shall in all cases issue a final award and shall not be limited in their selection remand the matter to any prescribed listthe Arbitral Board. The chairman decision of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevail. The award of the arbitral tribunal Appellate Arbitrators shall be final and binding upon the parties theretoas to all matters of substance and procedure, and the prevailing party may apply be enforced by a petition to a court of competent jurisdiction jurisdiction, which may be made ex parte, for confirmation and enforcement of such the award. In The party appealing the decision of the Arbitral Board shall pay all costs and expenses of the appeal, including the fees of the Appellate Arbitrators and the reasonable outside attorneys' fees of the opposing party, unless the decision of the Arbitral Board is reversed, in which event the costs, fees and expenses of the appeal shall be borne as determined by the Appellate Arbitrators. vi. Subject to a party's right to appeal pursuant to the above, no party shall challenge or resist any enforcement action taken by the party in whose favor the Arbitral Board, or if appealed, the Appellate Arbitrators, decided. Each party acknowledges that it is giving up the right to a trial by jury or court. The Arbitral Board shall have the power to enter temporary restraining orders and preliminary and permanent injunctions. No party shall be entitled or permitted to commence or maintain any action in a court of law with respect to any matter in dispute until such matter shall have been submitted to arbitration as herein provided, and then only for the enforcement of the Arbitral Board's award; provided, however, that prior to the appointment of the Arbitral Board or for remedies beyond the jurisdiction of an arbitrator, at any time, a party may seek pendente lite relief in a court of competent jurisdiction without thereby waiving its right to arbitration of the dispute or controversy under this Paragraph 9. vii. All arbitration proceedings (including proceedings before the Appellate Arbitrators) shall be closed to the public and confidential, and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration of any Dispute pursuant to this Section, the losing party in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentaward.

Governing Law; Arbitration. (a) This Agreement, the negotiation, execution or performance of this Agreement and any Disputes arising under or related hereto (whether for breach of contract, tortious conduct or otherwise) shall be governed and interpreted construed in accordance with the laws Laws of the State of New York York, without giving effect reference to the its conflicts of law principles thereof. Any disputethat would refer the construction, controversy validity, interpretation or claim (each, a “Dispute”) arising out of or relating to this Agreementenforceability of, or the interpretationresolution of any Dispute under, breachthis Agreement to the substantive Laws of another jurisdiction. (b) Upon the Parties’ receiving the senior executives’ report that the Dispute referred to them pursuant to Section 12.1 has not been resolved, terminationthe Dispute shall be referred to mediation by written notice from either Party to the other. The mediation shall be conducted pursuant to the procedures of the CPR Institute for Conflict Prevention and Resolution, validity or invalidity thereofNew York, NY. The place of the mediation shall be New York, NY. If the Parties have not reached a settlement within twenty (20) Business Days of the date of the notice of mediation, the Dispute shall be referred to arbitration upon pursuant to subsection (c) below. (c) If after the demand of either party procedures set forth in Section 12.1 and Section 13.19(b) the Dispute has not been resolved and a Party decides to institute arbitration proceedings, it shall give written notice to that effect to the dispute with notice (the “Arbitration Notice”) to the otherother Party. The Dispute Parties shall refrain from instituting the arbitration proceedings for a period of sixty (60) days following such notice. During such period, the Parties shall continue to make good faith efforts to amicably resolve the dispute without arbitration. If the Parties have not reached a settlement during that period, the arbitration proceedings shall go forward and be settled by arbitration in Hong Kong governed by the Hong Kong International Arbitration Centre (the “HKIAC”) CPR rules then in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submittedforce. The seat of Each such arbitration shall be Hong Kong. There conducted by a panel of three arbitrators: one arbitrator shall be three (3) arbitrators. The complainant appointed by each of Manufacturer and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, Acorda and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitrator. If either party to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment who shall be made the chairperson of the tribunal, shall be appointed by the chairman of the HKIACtwo Party-appointed arbitrators. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevail. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. In the event of the arbitration of any Dispute pursuant to this Section, the losing party in Any such arbitration shall pay to be held in New York, NY, USA. The arbitrators shall have the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such payment.authority

Governing Law; Arbitration. This Agreement shall be construed according to and governed and interpreted in accordance with by the laws of the State of New York Kansas without giving effect regard to the its conflicts of law principles thereoflaws principles. Any dispute, claim or controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, Agreement or the interpretation, breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or invalidity thereofapplicability of this Agreement to arbitrate, shall be referred determined by arbitration to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the othertake place in Kansas City, Missouri. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall be Hong Kongadministered by the American Arbitration Association (“AAA”) utilizing the Commercial Arbitration Rules of the AAA (“Rules”), as modified by any other instructions that the Parties may agree to at that time, except that each Party shall have the right to conduct discovery in any manner and to the extent authorized by the Federal Rules of Civil Procedure as interpreted by the federal courts. If there is any conflict between the Rules and the provisions of this Section16(e), the provisions of this Section 16(e) shall prevail. This clause shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. In the event that the arbitrator issues an interim award for provisional relief, either Party may petition a court of appropriate jurisdiction to confirm, correct or vacate the interim award. There shall be three arbitrators unless the Parties are able to agree to a single arbitrator. In the absence of such agreement, within ten (310) arbitrators. The complainant and days after the respondent to such dispute initiation of an arbitration proceeding, Seller shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such and Buyer shall select another arbitrator, and those two arbitrators shall be freely selectedselect, and the parties shall not be limited in their selection to any prescribed list. The chairman of the HKIAC shall select the within ten (10) days, a third arbitrator. If either party those two arbitrators, within ten (10) days, are unable to the arbitration fails to appoint an arbitrator with the Selection Periodselect a third arbitrator, the relevant appointment third arbitrator shall be made appointed by the chairman commercial panel of the HKIACAmerican Arbitration Association (“AAA”). The arbitral proceedings shall be conducted decision in English. To the extent that the HKIAC Rules are in conflict with the provisions writing of this Section 5.2, including the provisions concerning the appointment at least two of the arbitrators, this Section 5.2 shall prevail. The award of the arbitral tribunal three arbitrators shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such awardParties. In the event of the arbitration of any Dispute selecting arbitrators pursuant to this Section, the losing party arbitrators must have experience in the field of intellectual property law. The arbitrators shall be bound by and shall strictly enforce the terms of this Agreement, and may not limit, expand or otherwise modify its terms. The arbitrators shall make a good faith effort to apply substantive applicable law but an arbitration decision shall not be subject to review because of errors of law. The arbitrators shall be bound to honor claims of attorney-client privilege or work product doctrine recognized at law but the arbitrator shall have discretion to determine whether any such arbitration claim of privilege or work product doctrine applies. The arbitrators’ decision shall pay provide a reasoned basis for the resolution of each dispute and for any award. The arbitrators shall not have power to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred award damages in connection with any dispute in excess of actual compensatory damages and shall not multiply actual damages or award consequential, punitive, or exemplary damages, nor award any other damages that are excluded under any provisions of this Agreement. Each party shall bear its own fees and expenses with respect to the arbitration of such Dispute, and any proceeding related thereto and the Parties shall share equally in the fees and expenses of the AAA and the arbitrators. Except as otherwise expressly provided herein, the arbitrators shall have the power and authority to award any remedy or judgment that could be awarded by a state of federal court with jurisdiction in the state of Kansas. The award rendered by arbitration order, ruling or shall be final and binding upon the Parties and judgment upon the award shall contain a specific provision providing for such paymentmay be entered in any court of competent jurisdiction in the United States.

Governing Law; Arbitration. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and interpreted construed in accordance with the laws of the State of New York without giving effect to the conflicts of law principles thereofHong Kong. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, termination or validity or invalidity thereofhereof, shall be referred submitted to arbitration upon the demand request of either any party with notice to the dispute with notice (the “Arbitration Notice”) to the otherother parties. The Dispute arbitration shall be settled by arbitration conducted in Hong Kong by under the auspices of the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered UNCITRAL Arbitration Rules (the “HKIAC UNCITRAL Rules”) in force at the time when the Arbitration Notice is submitted. The seat of arbitration shall effect, which rules are deemed to be Hong Kongincorporated by reference into this Section 7(a). There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed listarbitration. The chairman Chairman of the HKIAC shall select the third arbitrator, who shall be qualified to practice law in Hong Kong. If either party to the arbitration fails to does not appoint an arbitrator with who has consented to participate within thirty (30) days after selection of the Selection Periodfirst arbitrator, the relevant appointment shall be made by the chairman Chairman of the HKIAC. The arbitral arbitration proceedings shall be conducted in English. To Each party hereto shall cooperate with any party to the dispute in making full disclosure of and providing complete access to all information and documents requested by such party in connection with such arbitration proceedings, subject only to any confidentiality obligations binding on the party receiving the request. Each party irrevocably waives, to the fullest extent that it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such arbitration in Hong Kong and the HKIAC, and hereby submits to the exclusive jurisdiction of HKIAC Rules are in conflict with the provisions of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevailany such arbitration. The award of the arbitral arbitration tribunal shall be final conclusive and binding upon the parties theretodisputing parties, and any party to the prevailing party dispute may apply to a court of competent jurisdiction for enforcement of such award. In Any party to the event dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitration of any Dispute pursuant to this Section, the losing party in such arbitration shall pay to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentarbitral tribunal.