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 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. 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 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 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 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. (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 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 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. 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 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. 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. 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 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. (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 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. 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 Delaware U.S.A., without giving effect regard to the conflicts conflict of law principles thereofprinciples. Any disputeAll disputes, claims and other matters in controversy arising directly or claim (each, a “Dispute”) arising indirectly out of or relating related to this Agreement, or the interpretationbreach hereof, breach, termination, validity whether contractual or invalidity thereofnon-contractual, shall be referred to determined by arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute and shall be settled by arbitration in Hong Kong a majority vote of three arbitrators, one of whom shall be appointed by SCRIPSAMERICA, one of whom shall be appointed by Supplier and the third of whom shall be 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 submitted. The seat of arbitration shall be Hong Kong. There shall be three (3) first two arbitrators. The complainant and the respondent Persons eligible to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such be selected as arbitrators shall be freely selectedlimited to attorneys who have been in practice at least ten (10) years specializing in corporate matters, who have had both training and the parties shall not be limited in experience as arbitrators and who have had no prior relationship or business dealings with either SCRIPSAMERICA or Supplier or their selection to any prescribed list. The chairman of the HKIAC shall select the third arbitratorrespective directors and officers. If either party to the arbitration SCRIPSAMERICA or Supplier fails to appoint an arbitrator with within ten (10) days of a request in writing by the Selection Periodother party to do so or if the first two arbitrators cannot agree on the appointment of the third arbitrator, then the relevant appointment third arbitrator shall be made appointed by the chairman of American Arbitration Association (the HKIAC“AAA”), provided that such arbitrator also must meet the foregoing eligibility requirements. The arbitral proceedings arbitration shall be conducted in English. To the extent that English language in the HKIAC Rules are City of Washington D.C in conflict accordance with the provisions commercial rules of the AAA then in effect, subject to any modifications agreed to in writing by the parties. The U.S. Federal Arbitration Act (the “FAA”) shall apply to the construction and interpretation of this Section 5.2Agreement to arbitrate. The arbitrators shall base their award on applicable law and judicial precedent and, including unless both parties agree otherwise, shall include in such award the provisions concerning findings of fact and conclusions of law upon which the appointment award is based and may include equitable relief. Judgment on the award rendered by the arbitrators may be entered in any court of competent jurisdiction. The arbitrators shall award recovery of reasonable attorneys’ fees and costs to the prevailing party. The arbitrators’ resolution of the arbitrators, this Section 5.2 shall prevail. The award of the arbitral tribunal dispute shall be final and binding upon binding, except that any party can appeal to the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award. In the event federal courts of the arbitration United States of any Dispute pursuant to this SectionAmerica (located in the City of Washington D.C) or, the losing party in if such arbitration shall pay federal courts do not have jurisdiction, to the prevailing party all expenses courts of the State of New Jersey (located in the City of Washington D.C), to vacate and fees (including reasonable attorneys’ fees) incurred in connection with remand, or modify or correct the arbitration award for any of such Disputethe grounds specified in the FAA or if the arbitrators committed prejudicial error in the application of substantive law to the established facts. The procedures specified in this Section 9.13 shall be the sole and exclusive procedures for resolution of disputes; provided, and the arbitration orderhowever, ruling that nothing contained herein shall preclude any party from filing a judicial proceeding seeking equitable or award shall contain a specific provision providing for such paymentinjunctive relief.

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 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. (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. 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 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 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. 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 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 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 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 that would result in the application of the laws of any other jurisdiction. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to dispute under this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, Agreement 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 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 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 adopt and follow the laws of the State of New York unless the matter at issue is the corporation law of the company's state of incorporation, in which event the corporation law of such dispute jurisdiction shall each select one arbitrator within govern such issue. To the extent practical, decisions of the Board of Arbitration shall be rendered no more than thirty (30) calendar days 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 dispute. Any decision made by the Board of Arbitration (either prior to or after giving or receiving the demand for 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 Board of Arbitration shall be authorized and is hereby directed to enter a default judgment against any party failing to participate in any proceeding hereunder within the time periods set forth in the AAA rules. The non-prevailing party to any arbitration (as determined by the “Selection Period”)Board of Arbitration) shall pay the expenses of the prevailing party, including reasonable attorney's fees, in connection with such arbitration. Such arbitrators Any party shall be freely selectedentitled to seek injunctive relief from a court in any case where such relief is available, and the parties shall not be limited in their selection non-prevailing party to any prescribed list. The chairman such injunctive proceeding shall pay the expenses 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 5.2prevailing party, including the provisions concerning the appointment of the arbitratorsreasonable attorney's fees, 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 paymentproceeding.

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 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 C hereof, which shall be decided pursuant to the terms of those Exhibits, any dispute arising from this Agreement or Executive’s employment with the Employer Group, 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 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 Employer Group. By agreeing to arbitrate disputes arising out of Executive’s employment, the Executive, the Employer Group voluntarily and irrevocably waives 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 Employer Group under Exhibit A or Exhibit C 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 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. 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. (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. (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. 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 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. 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. 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 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. (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. 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. 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. 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. 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. 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. (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 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. 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 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. 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 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 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. 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 (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. (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 transactions contemplated hereby, including any question regarding the existence, validity, interpretation, breach or termination of this Agreement (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 or receiving of the demand for 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 Rules of the London Court of International Arbitration (the “Selection PeriodLCIA Rules”)) then in effect, as amended by this Section 9.10, which LCIA Rules are deemed to be incorporated by reference into this Section 9.10. Such The seat, or legal place, of the arbitration shall be London, England. The language of the arbitration shall be English. The number of arbitrators shall be freely selected, three. 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 (as such terms are defined in the LCIA Rules). If no agreement is reached within thirty (30) days, the LCIA Court (as such term is defined in the LCIA Rules) 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 9.10(c) and to Section 9.10(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 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 9.10; 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 (and judgment on any such award may be entered in accordance with the provisions set forth in this Section 9.10). (d) Oyster 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 not), in: (i) any arbitration proceedings commenced and held in London, England in accordance with Section 9.10(c); (ii) any Interim Relief Proceeding commenced and held in a court of competent jurisdiction in London, England, in accordance with Section 9.10(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 9.10; and (iv) any proceedings in a court of competent jurisdiction to enforce an award, and Oyster 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 9.02. 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 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 choice of law principles thereofprovisions. Any dispute, The Company and the Investor agrees to submit itself to the IN PERSONAM jurisdiction of the state and federal courts situated within the Southern District of the State of New York with regard to any controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, . Any dispute under this Agreement 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. 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. (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 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. (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 shall will be governed by and interpreted in accordance with the substantive laws of the State of New York York, U.S. without giving effect regard to its or any other jurisdiction’s laws, rules or principles that would result in the conflicts application of law principles thereofthe laws of any jurisdiction other than the State of New York. Any disputes that arise between the Parties shall first be submitted to executive officers of the Parties who shall confer in good faith to resolve the dispute. If no resolution is achieved by such executive officers, controversy or claim the dispute shall be submitted to binding arbitration with the office of the American Arbitration Association (each, a “DisputeAAA”) arising out of or relating to this Agreementin New York, 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”) New York in accordance with the Hong Kong International then-prevailing commercial arbitration rules of the American Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submittedAssociation. The seat of arbitration Such dispute shall be Hong Kong. There shall be heard by a panel of three (3) arbitratorsarbitrators appointed in accordance with such rules. All such arbitration proceedings shall be held in English and a transcribed record shall be prepared in English. The complainant Party submitting the dispute to arbitration shall select the first of the three (3) arbitrators and shall provide notice of the respondent same at the time it submits the dispute to arbitration. The non initiating Party shall then have thirty (30) days to select the second arbitrator. Thereafter, the first and second arbitrators shall have thirty (30) days to choose the third arbitrator. If no arbitrator is appointed within the times herein provided or any extension of time which is mutually agreed upon, the AAA shall make such dispute shall each select one arbitrator appointment of the first two (2) arbitrators within thirty (30) days after giving or receiving the demand for arbitration (the “Selection Period”). Such arbitrators of such failure who 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 thereafter pick the third arbitratoras set forth herein. If either party to the Each Party in any arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment proceeding commenced hereunder 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 initially bear such Party’s own costs 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 expert witness and attorneys’ fees) incurred in connection with of investigating, preparing and pursuing such arbitration claim. The fees and expenses of the arbitration of such Disputearbitrators will be shared equally by the Parties. The award rendered by the arbitrators shall be written, final and non-appealable, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The prevailing Party shall be entitled to recover from the losing Party the prevailing Party’s attorneys’ fees and costs. The arbitrator shall have the right to apportion liability between the Parties, but will not have the authority to award any damages or remedies not available under the express terms of this Agreement. The arbitration orderaward will be presented to the Parties in writing, ruling or and upon the request of either Party, will include findings of fact and conclusions of law. The award shall contain a specific provision providing for such paymentmay be confirmed and enforced in any court of competent jurisdiction.

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 10(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 be governed and interpreted in accordance with by the laws of the State state of New York Delaware without giving effect regard to the its or any other jurisdiction’s conflicts of law principles thereofprinciples. Any Prior to engaging in any formal dispute resolution with respect to any dispute, controversy or claim arising out of or in relation to this Agreement or the breach, termination or invalidity thereof (each, a “Dispute”) arising out ), the most senior executive officer having the right to represent the respective parties shall attempt for a period of or relating not less than 30 days to this Agreement, or resolve such Dispute. Any Dispute that cannot be settled amicably by agreement of the interpretation, breach, termination, validity or invalidity thereofparties pursuant to the preceding sentence, 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 accordance with the arbitration rules of the American Arbitration Association, then in force, by the Hong Kong International Arbitration Centre (the “HKIAC”) one or more arbitrators appointed in accordance with said rules, provided that the Hong Kong International Arbitration Centre Administered Arbitration Rules (appointed arbitrators shall have appropriate experience in the “HKIAC Rules”) in force at the time when the Arbitration Notice is submittedbiopharmaceutical industry or pharmaceutical dermatological marketing and sales experience. The seat place of arbitration shall be Hong Kong. There shall be three (3) arbitratorsSeattle, Washington if arbitration is initiated by Medicis and Scottsdale, Arizona if initiated by Corixa. The complainant and authority of 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 appointed arbitrators shall be freely selected, and limited to the parties shall not be limited in their selection application of the laws of the state of Delaware to the facts of the particular Dispute before the appointed arbitrators without regard to any prescribed list. The chairman other matter or fact not directly related to such Dispute including, for example, any amounts paid or payable pursuant to any provision of this Agreement other than the HKIAC shall select payment or non-payment of amounts that are the third arbitrator. If either party subject of such Dispute pursuant to the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman terms and conditions of the HKIAC. The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions a particular provision of this Section 5.2, including the provisions concerning the appointment of the arbitrators, this Section 5.2 shall prevailAgreement. The award of the arbitral tribunal rendered shall be final and binding upon both parties. The judgment rendered by the parties theretoarbitrator(s) shall include costs of arbitration, 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’ feesfees and reasonable costs for any expert and other witnesses. Nothing in this Agreement shall be deemed as preventing either party from seeking injunctive relief (or any other provisional remedy) incurred in connection with from any court having jurisdiction over the arbitration of such Dispute, parties and the subject matter of the dispute as necessary to protect either party’s name, proprietary information, trade secrets, know-how or any other proprietary rights. Judgment upon the award may be entered in any court having jurisdiction, or application may be made to such court for judicial acceptance of the award and/or an order of enforcement as the case may be. All costs and expenses of the party that prevails in any arbitration orderconducted in accordance with this Section 13 shall be paid by the non-prevailing party. Notwithstanding anything to the contrary contained herein, ruling or award matters pertaining to the scope, validity and/or enforceability of patents shall contain a specific provision providing for such paymentbe governed by applicable federal law and any disputes relating thereto shall not be subject to arbitration in accordance with this Section 13.

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 the internal laws of the State California applicable to parties residing in California, without regard applicable principles of New York without giving effect to the conflicts of law principles thereoflaw. 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 hereof, including the determination of the scope or invalidity thereofapplicability of this agreement to arbitrate shall be determined by arbitration in Santa Xxxxx County, California before one arbitrator (the “Arbitration”). The Arbitration shall be final and binding. The Arbitration shall be submitted to JAMS or its successor (collectively, “JAMS”) and administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and the parties will use reasonable efforts to expedite the resolution of the Arbitration as promptly as practicable (and within sixty (60) days of the initial submission of the Arbitration to JAMS by a party hereto). Either party may initiate Arbitration by filing a written demand for arbitration with JAMS. The parties shall each advance one half of the arbitrator’s fees and administrative costs of the Arbitration. The arbitrator shall award to the prevailing party or parties, if any, the costs (including advanced JAMS payments) (but excluding any attorneys’ fees) reasonably incurred by the prevailing party or parties in connection with the Arbitration taking into account the extent of the prevailing party’s or parties’ victory. Judgment on the award rendered by the arbitrator may be entered in any court of appropriate jurisdiction. This clause shall not preclude any party from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. (i) Notwithstanding the foregoing, any dispute, claim or controversy arising out of or relating to the Closing Working Capital Statement (a “Working Capital Disagreement”) shall instead be referred to arbitration upon an Independent Accounting Firm for resolution. Acquirer and the demand Securityholder Representative shall instruct the Independent Accounting Firm that the determinations of either party such firm with respect to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute any Working Capital Disagreement shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre rendered within fifteen (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 (3015) days after giving referral of the Working Capital Disagreement to such firm or receiving the demand for arbitration (the “Selection Period”)as soon thereafter as reasonably possible. Such arbitrators determinations shall only be freely selectedmade with respect to the items that remain the subject of the Working Capital Disagreement on the basis of written position papers submitted by Acquirer and the Securityholder Representative (i.e., not on the basis of independent review), shall with respect to each item be made within the range of the disputed amounts claimed by Acquirer and the Securityholder Representative in the position papers submitted, 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 theretoparties. Each of Acquirer and the Securityholder Representative shall use its commercially reasonable efforts to cause the Independent Accounting Firm to render its determination within the 15-day period described above, and each shall cooperate with such firm and provide such firm with reasonable access to the prevailing party books, records, personnel and representatives of it and such other information as such firm may apply reasonably require in order to a court of competent jurisdiction for enforcement of such awardrender its determination. In the event All of the arbitration fees and expenses of any Dispute Independent Accounting Firm retained pursuant to this SectionSection 10.7 shall be allocated between the Securityholder Representative (on behalf of all Consideration Recipients), on the losing party one hand, and Acquirer, on the other hand, in such arbitration shall pay the same proportion that the aggregate amount of the items unsuccessfully disputed or defended, as the case may be, by each (as finally determined by the Independent Accounting Firm) bears to the prevailing party all expenses and fees (including reasonable attorneys’ fees) incurred in connection with total amount of the arbitration of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentdisputed items.

Governing Law; Arbitration. This Agreement shall be governed by and interpreted construed in accordance with the laws of the State of New York York, without giving effect to the conflicts principles of conflict of law principles thereofthereof (other than Section 5-1401 of the General Obligations Law). Any disputeIf a dispute arises between Company and MCRA regarding, controversy relating to, or claim (each, a “Dispute”) arising out of or relating this Agreement including, without limitation, the Services, the Parties hereby agree that the arbitration provisions set forth in this Section 16 shall be the exclusive and sole remedy to resolve such dispute. The Parties hereby expressly and irrevocably waive any right to litigate any matter related to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, . The disputing Party shall be referred to arbitration upon the demand of either party place such dispute in writing and provide it to the dispute with notice (the “Arbitration Notice”) to the otherother Party. The Dispute Parties shall be settled by arbitration attempt in Hong Kong by good faith to resolve such dispute. If the Hong Kong International Arbitration Centre (Parties do not resolve 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 days, such dispute shall be referred in writing, to a board of arbitration (the “Selection PeriodBoard”)) that consists of three (3) members, whose decision shall be final and binding in all respects. Such Each Party shall select one (1) member of the Board and these two (2) people shall jointly select one (1) additional neutral member, who shall be a member in good standing with the American Arbitration Association, and who shall act as chair of the board of arbitration. The arbitration shall take place in New York City, NY, unless the Parties otherwise agree. The arbitrators shall be freely selectedconsider the matter in controversy and may hold hearings regarding the same, 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 decision shall be made by entered in writing within ten (10) days after the chairman of the HKIACmatter is finally submitted to them. The arbitral Arbitration proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict accordance with the provisions commercial rules of this Section 5.2the American Arbitration Association. All reasonable expenses, including costs, and fees of the provisions concerning entire arbitration proceeding (including, but not limited to, the appointment reasonable expense, cost, and fee of the arbitrators, this Section 5.2 ) shall prevailbe borne by the “non- prevailing Party”. The award status of being the “non-prevailing” Party and the determination of all reasonable expenses, costs, and fees, shall be determined by the Board and shall be included in the Board’s final decision 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 awardBoard. In the event that the Board determines that neither Party is considered the “non-prevailing” Party, then each Party shall bear the costs, expenses, and fees of the arbitration of any Dispute pursuant to this Sectionarbitrator he or it selected and the costs, the losing party in such arbitration shall pay to the prevailing party all expenses expenses, and fees (including reasonable attorneys’ fees) incurred in connection with of the arbitration of such Dispute, neutral arbitrator shall be borne equally by Company and the arbitration order, ruling or award shall contain a specific provision providing for such paymentMCRA.

Governing Law; Arbitration. This Agreement shall be governed and interpreted in accordance with (a) THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. (b) In the laws event of the State of New York without giving effect to the conflicts of law principles thereof. Any any dispute, controversy or claim arising out of or in connection with this Agreement or any of the Ancillary Agreements (each, a “Dispute”"DISPUTE"), the parties shall use their reasonable efforts to resolve such Dispute within a period of ninety (90) arising out calendar days, commencing from either party's receipt of a notice from the other party indicating the existence of a Dispute (a "NOTICE"). In the event any such Dispute is not so resolved within ninety (90) calendar days after receipt of a Notice, either Buyer or relating Seller may refer such Dispute to this Agreement, or be resolved by final and binding arbitration under the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand Rules of either party to the dispute with notice Arbitration (the “Arbitration Notice”"RULES") of the International Chamber of Commerce (the "ICC"). The Rules are deemed to be incorporated by reference into this clause. The party desiring to commence an arbitration shall provide a written request (an "ARBITRATION REQUEST") to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre other party (the “HKIAC”"RESPONDENT") and to the ICC 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 number of arbitration shall be Hong Kong. There arbitrators shall be three (3) (such arbitrators, collectively, the "ARBITRAL TRIBUNAL"). The complainant Each of Seller and Buyer shall nominate one arbitrator and send written notice of that nomination to the respondent other party within such time period. In the event that either party fails to nominate its arbitrator or send written notice of that nomination to the other party within such dispute time period, the ICC shall each select one instead nominate that arbitrator within thirty (30) calendar days after giving or receiving receipt of a written notice from either party indicating the demand for arbitration other party's failure to comply with the foregoing provision. Within thirty (30) calendar days after their confirmation, the “Selection Period”). Such first two 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 nominate the third arbitrator, who shall serve as the Chairperson of the Arbitral Tribunal. If either party the first two arbitrators fail to nominate the arbitration fails to appoint an third arbitrator with the Selection Periodwithin such time period, the relevant appointment third arbitrator shall be made nominated by the chairman ICC and shall serve as the Chairperson 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 paymentArbitral Tribunal.

Governing Law; Arbitration. This Agreement shall (a ) ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY RELATED GOOGLE PRODUCTS OR SERVICES (INCLUDING ANY DISPUTE REGARDING THE INTERPRETATION OR PERFORMANCE OF THE AGREEMENT) ("Dispute") WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, USA, EXCLUDING CALIFORNIA'S CONFLICTS OF LAWS RULES. (b ) The parties will try in good faith to settle any Dispute within 30 days after the Dispute arises. If the Dispute is not resolved within 30 days, it must be governed resolved by arbitration under the Arbitration Rules of the London Court of International Arbitration (LCIA) ("Rules"), which Rules are deemed to be incorporated by reference to this Section. (c ) The parties will mutually select one arbitrator. The arbitration will be conducted in English and interpreted the place and the legal seat of the arbitration will be the Dubai International Financial Center, DIFC, Dubai UAE. (d ) Either party may apply to any competent court for injunctive relief necessary to protect its rights pending resolution of the arbitration. The arbitrator may order equitable or injunctive relief consistent with the remedies and limitations in the Agreement. (e ) The arbitral award will be final and binding on the parties and its execution may be presented in any competent court, including any court with jurisdiction over either party or any of its property. (f ) Any arbitration proceeding conducted in accordance with this Section 15.12 (Governing Law; Arbitration) will be considered Confidential Information under Section 7 (Confidential Information), including: (i) the existence of, (ii) any information disclosed during, and (iii) any oral communications or documents related to, the arbitration proceedings. In addition to the disclosure rights under Section 7 (Confidential Information), the parties may disclose the information described in this Subsection 15.12 (f) to a competent court as may be necessary to execute any arbitral decision, but the parties must request that those judicial proceedings be conducted in camera (in private). (g ) The parties will pay the arbitrator’s fees, the arbitrator's appointed experts' fees and expenses, and the arbitration center's administrative expenses in accordance with the laws of the State of New York without giving effect to the conflicts of law principles thereofRules. 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 PeriodIn its final decision, the relevant appointment shall be made arbitrator will determine the non-prevailing party's obligation to reimburse the amount paid in advance 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 these fees. (h ) Each party will bear its own lawyers’ and experts’ fees and expenses, regardless of the arbitration of any Dispute pursuant to this Section, arbitrator’s final decision regarding 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.. A new Section 3.10 is added:

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. 15.1 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. 15.2 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 Las Vegas, Nevada. 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 shall be governed by, and interpreted construed in accordance with with, the internal laws of the State of New York without giving effect to the its principles of conflicts of law principles thereoflaw. Any disputedispute or controversy between the Company and Executive, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, the breach of this Agreement, or the interpretationotherwise, 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 New York, NY administered by the Hong Kong International American Arbitration Centre (the “HKIAC”) Association in accordance with its "National Rules for the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) Resolution of Employment Disputes" then in force at the time when the Arbitration Notice is submittedeffect by a single arbitrator. The seat arbitration requirement applies to all statutory, contractual, and/or common law claims arising from the employment relationship including, but not limited to, claims arising under Title VII of arbitration the Civil Rights Act of 1964; the Age Discrimination in Employment Act; the Equal Pay act of 1963; the Fair Labor Standards Act, the American With Disabilities Act, and other applicable federal and state employment laws. Both the Company and Employee shall be Hong Kongprecluded from bringing or raising in court or another forum any dispute that was or could have been submitted to binding arbitration. There shall be three (3) arbitratorsThis arbitration requirement does not apply to claims for workers' compensation benefits, claims arising under ERISA, or claims for any provisional or injunctive relief remedies as set forth in the employment code of the jurisdiction of the Company or any statute or law of similar effect concerning provisional or injunctive relief remedies in any other applicable jurisdiction). The complainant parties irrevocably agree to submit to the jurisdiction of the federal and state courts within New York, NY for any injunctive relief and in connection with any suit arising out of the respondent to such dispute confirmation or enforcement of any award rendered by the arbitrator, and waive any defense based on forum non convenes or improper venue with respect thereto. Each party shall each select one pay their own attorney's fees and costs. The arbitrator shall, within thirty (30) days after giving the conclusion of the arbitrations issue a written award setting forth the factual and legal bases for his or receiving her decision and judgment upon the demand for arbitration (award rendered by the “Selection Period”). Such arbitrators arbitrator may be entered in any court having jurisdiction thereof._No remedy conferred in this Agreement upon the Executive or the Company is intended to be exclusive of any other remedy, and each and every such remedy shall be freely selected, cumulative 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 in addition to every other remedy conferred herein or now or hereafter existing at law or in equity or by the chairman of the HKIACstatute or otherwise. 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 paymentNOTE: THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EXECUTIVE'S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE EMPLOYER/EMPLOYEE RELATIONSHIP.

Governing Law; Arbitration. This (a) The governing law of this Agreement shall be governed the substantive law of England and interpreted Wales. (b) The Parties shall attempt in accordance good faith to initially resolve any dispute hereunder promptly by negotiation among themselves. In the event that the Parties are unable to resolve any dispute, controversy or claim between themselves arising out of or in connection with compliance with this Agreement, or the laws validity, breach, termination or interpretation of this Agreement, the State of New York without giving effect to the conflicts of law principles thereof. Any dispute, controversy or claim (eachother than a dispute, a “Dispute”) arising out of controversy or claim relating to this Agreement, or the interpretation, breach, terminationpatent scope, validity or invalidity thereofinfringement) shall, shall be referred to arbitration upon at the demand request of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall Party be finally settled by binding arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong then current Rules of Arbitration of the International Arbitration Centre Administered Arbitration Rules Chamber of Commerce in accordance with the procedures described in Article 11.9 (the “HKIAC Rules”Governing Law; Dispute Resolution). (c) in force at the time when the Arbitration Notice is submitted. The seat arbitration panel shall consist of arbitration shall be Hong Kong. There shall be three (3) arbitrators, each of whom must have legal or business experience in pharmaceutical licensing matters. The complainant arbitrators are to be selected as follows: Aspargo shall nominate one (1) such qualified arbitrator; Rxxxx shall nominate one (1) such qualified arbitrator; and Farmalider shall nominate one (1) such qualified arbitrator, in each case subject to confirmation by the respondent International Court of Arbitration of the International Chamber of Commerce (the “ICC Court”). In the event either Axxxxxx, Rxxxx or Farmalider shall have failed to such dispute nominate a qualified arbitrator as provided above within fifteen (15) days after the other Party shall each select one have nominated its arbitrator, or the three arbitrators so nominated shall fail to agree on a third arbitrator as provided above within thirty (30) days after giving or receiving days, the demand for arbitration (the “Selection Period”). Such arbitrators presiding arbitrator shall be freely selectedappointed by the ICC Court. (d) The place of arbitration shall be England, and the parties language of the arbitration shall not be limited English, with exhibits to be permitted to be filed in Spanish. (e) Except as otherwise provided in this Agreement, the arbitration procedure set forth in this Section 12.12 shall be the sole and exclusive means of settling or resolving any dispute referred to in this Section 12.12. (f) Within sixty (60) days after the arbitrators have been confirmed by the ICC Court, the Parties shall exchange all documents in their selection respective possession that are relevant to any prescribed listthe issues in dispute and not protected from disclosure by attorney-client privilege or other immunity. Each Party shall also be permitted to take sworn oral deposition of individuals, such depositions to be scheduled by mutual agreement and concluded within forty-five (45) days after the exchange of documents described above. At least fifteen (15) days prior to the first scheduled hearing date, the Parties shall identify the witnesses that they intend to present at the arbitration hearing and the documentation on which they intend to rely. The chairman Parties shall use their commercially reasonable efforts to conclude the arbitration hearings within ten (10) months following the confirmation of the HKIAC shall select the third and presiding arbitrator. If either party to The arbitrators shall issue their decision (including grounds and reasoning) in writing no later than sixty (60) days following the arbitration fails to appoint an arbitrator with the Selection Period, the relevant appointment shall be made by the chairman conclusion 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. last arbitration hearing. (g) The award of the arbitral tribunal arbitrators shall be final and binding upon on the parties theretoParties and may be presented by either of the Parties for enforcement in any court of competent jurisdiction, and the prevailing party may apply Parties hereby consent to a the jurisdiction of such court solely for purposes of competent jurisdiction for enforcement of such award. In the event this arbitration agreement and any order or award entered therein. (h) Each Party shall bear its own attorney’s fees, costs, and disbursements arising out of the arbitration arbitration, and shall pay an equal share of any Dispute pursuant to this Sectionthe fees and costs of the arbitrators; provided, however, the losing party in such arbitration arbitrators shall pay be authorized to determine whether a Party is the prevailing party all expenses party, and fees (including if so, to award to that prevailing Party reimbursement for its reasonable attorneys’ fees, costs and disbursements and/or the fees and costs of the arbitrators. (i) incurred Provided the Agreement has not terminated, the Parties covenant to continue the performance under the Agreement in connection accordance with the arbitration terms thereof, pending the final resolution of such Dispute, and the arbitration order, ruling or award shall contain a specific provision providing for such paymentdispute.

Governing Law; Arbitration. This Agreement agreement shall be governed by and interpreted in accordance with the laws of the State state of New York Florida without giving effect regard to the conflicts principles of law principles thereofconflict of laws. Any disputeEach of the parties irrevocably and unconditionally agrees that any suit, controversy action or claim (each, a “Dispute”) legal proceeding 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 binding arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) conducted in accordance with the Hong Kong International Commercial Rules of Arbitration Centre Administered of the American Arbitration Rules Association (the “HKIAC Rules”) in force at the time when the Arbitration Notice is submitted"AAA"). The seat of arbitration shall be Hong Kong. There take place at such location as the AAA determines, and shall be heard by three (3) arbitratorsarbitrators selected in accordance with AAA Rules of Commercial Arbitration. The complainant Arbitrators shall render a reasoned award 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 award shall be freely selectedsigned and dated. Any witness residing outside of the state in which the arbitration is heard may testify by affidavit, and the parties such affidavit shall not be limited in their selection to admissible at any prescribed listarbitration hearing. 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 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 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 Disputeparties, and the arbitration orderaward may be entered in any court of competent jurisdiction. Initially, ruling or award each of the parties shall contain a specific provision providing pay one-half of the fees of the AAA (other than filing fees), including without limitation hearing and arbitrators' fees, and the parties' obligation to pay such fees shall be enforceable in any court of competent jurisdiction. The parties to any arbitration hereunder agree to submit for such paymentdetermination by the arbitrators, the amount of fees and expenses, including reasonable attorney's fees, to be borne by each party." 9. Contemporaneously herewith (a) the parties to the Corporate Stock Purchase Agreement are entering into the Amended Corporate Stock Purchase Agreement, (b) the parties to the Pledge Agreement are entering into the Restated Pledge Agreement referred to in Section 3 of this Agreement, (c) the Restated Promissory Note is being delivered by the Buyer in the place and stead of the Promissory Note (the agreements and transactions referred to in subsections (a) through (c) of this Section being collectively referred to as the "Other Agreements"), and (d) the parties hereto are entering into mutual general releases, releasing each other from all claims and obligations, including the Disputed Items, except as otherwise provided in this Agreement and the Other Agreements. The Original Agreement shall be construed so as to give effect to the Other Agreements. 10. Each of the parties hereby agrees that its covenants and agreements under this Agreement shall be within the scope of the indemnification provisions of Sections 10(a) and 10(b) of the Original Agreement, as the case may be. 11. Except as modified hereby, the Original Agreement shall remain in full force and effect.

Governing Law; Arbitration. This Agreement shall be governed by and interpreted construed in accordance with the laws Requirements of Law of the State of New York without giving effect to the conflicts principles of law principles thereofconflict of laws that would result in the application of the laws of any other jurisdiction. Any disputedisputes, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretationbreach thereof, breachincluding any question regarding its existence, validity, or termination, validity or invalidity thereof, any non-contractual obligations arising out of or in connection with this Agreement (a “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 and finally settled by arbitration in Hong Kong administered by the Hong Kong International Arbitration Centre (HKIAC) under the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre HKIAC Administered Arbitration Rules (the “HKIAC Rules”) in force at the time when the Notice of Arbitration Notice is submitted. The seat of arbitration shall be Hong Kong. There Any Disputes shall be heard by a panel of three (3) arbitrators. The complainant and language of 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 selectedEnglish. Except as may be required by law, neither a party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties. In order to facilitate the comprehensive resolution of related Disputes and the parties shall not be limited to avoid inconsistent decisions in their selection to related Disputes, upon request 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 with the Selection Periodproceeding, the relevant appointment shall be made by arbitration tribunal may consolidate the chairman arbitration proceeding with any other arbitration proceeding relating to this Agreement or to any of the HKIACFinance Documents. The arbitral arbitration tribunal shall not consolidate arbitrations unless it determines that (a) there are issues of fact or law common to the two proceedings shall so that a consolidated proceeding would be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 5.2more efficient than separate proceedings, including the provisions concerning the appointment and (b) no party would be prejudiced as a result 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 awardproposed consolidation through undue delay or otherwise. In the event of different rulings on this question by the arbitration tribunal constituted hereunder and the tribunal(s) constituted under any of any Dispute the Finance Documents, there shall be no consolidation. In the case of a consolidated proceeding, the arbitrators in the consolidated proceeding shall be the arbitration tribunal that was appointed for the first-filed of the consolidated proceedings pursuant to any one of this Section, Agreement or 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 paymentother Finance Documents.