Common use of Governing Law; Dispute Resolution Clause in Contracts

Governing Law; Dispute Resolution. (a) This Limited Guarantee shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New York. (b) Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

Governing Law; Dispute Resolution. (a) This Limited Guarantee All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be interpreted, construed and governed by and construed and enforced in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New York. (b) Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable without regard to the seeking principles of interim injunctions and does not restrict conflicts of law that would require or permit the application of Section 10(bthe laws of any other jurisdiction. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any waysuit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereby waive all rights to a trial by jury. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses reasonably incurred in connection with the investigation, preparation and prosecution of such action or proceeding.

Governing Law; Dispute Resolution. (a) This Limited Guarantee shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law Law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New York. (b) Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

Governing Law; Dispute Resolution. (a) This Limited Guarantee, and all claims or causes of action (whether at law or in equity, in contract or in tort) that may be based upon, arise out of or relate to this Limited Guarantee or the negotiation, execution or performance hereof, shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York York, without regard to the conflicts of law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New Yorkjurisdiction. (b) Any disputes, actions and proceedings against any party or Actions arising out of or in any way relating to this Limited Guarantee shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b13 (the “Rules”). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto hereby consent to and agree that in addition to any recourse to arbitration as set out in this Section 10(b)13, any party may, to the extent permitted under the Laws rules and procedures of the jurisdiction where application is madeHKIAC, seek an interim injunction from a court or other authority with competent jurisdiction andform of relief from the HKIAC as provided for in its Rules. Such application shall also be governed by, notwithstanding that this Agreement is governed by and construed in accordance with, the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement, and all matters arising directly or indirectly from this Agreement, shall be interpretedgoverned by, and construed and governed by and interpreted in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New York. (b) Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such awardwith, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws laws of the State of New York, without giving effect to the choice of law provisions thereof. Any unresolved controversy or claim arising out of or relating to this Agreement, except (i) as otherwise provided in this Agreement or (ii) with respect to which a court party seeks injunctive or authority hearing other equitable relief, shall be submitted to arbitration by one arbitrator. In connection with any arbitration conducted pursuant to this Agreement, an application for injunctive relief may apply arbitrator will be selected in accordance with the procedural Law rules of the American Arbitration Association (the “AAA”) then in effect. The arbitration proceedings shall take place in New York City, in accordance with the rules of the AAA then in effect, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction where thereof. There shall be limited discovery prior to the arbitration hearing as follows: (a) exchange of witness lists and copies of documentary evidence and documents relating to or arising out of the issues to be arbitrated, (b) depositions of all party witnesses and (c) such other depositions as may be allowed by the arbitrators upon a showing of good cause. Depositions shall be conducted in accordance with the New York Code of Civil Procedure. The arbitrator shall be required to provide in writing to the parties the basis for the award or order of such arbitrator. A court or other authority reporter shall record all hearings, with such record constituting the official transcript of such proceedings. Each party will bear its own costs in respect of any disputes arising under this Agreement. The arbitrator shall be directed to award the arbitrator’s compensation charges and the administrative fees of the AAA to the prevailing party. The parties knowingly and voluntarily agree to this arbitration provision and acknowledge that arbitration shall be instead of any civil litigation, meaning that the parties each are waiving any rights to a jury trial. Each of the parties to this Agreement consents to personal jurisdiction and venue for any equitable action sought in the United States District Court for the Southern District of New York and any state court in the State of New York that is located in determining whether to grant New York County (and in the interim injunction. For appropriate appellate courts from any of the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any wayforegoing).

Governing Law; Dispute Resolution. (a) This Limited Guarantee shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law Law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New York. (b) Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b) (“Rules”). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties hereto irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b)) hereof, any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) hereof in any way.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York Hong Kong, without regard to the conflicts conflict of law principles thereof that would subject such matter to result in the Laws application of another jurisdiction any law other than the State law of New YorkHong Kong. (b) Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee dispute shall be submitted to settled by arbitration in Hong Kong administered by the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Hong Kong International Arbitration Centre Administered Rules of HKIAC in force at the relevant time (the “HKIAC Rules”) then in force. There shall be three (3) arbitrators. Each of claimant and as may respondent shall appoint one (1) arbitrator and the third (3rd) arbitrator shall be amended appointed by this Section 10(b)the HKIAC Council. The place For the sake of clarity, the seat of arbitration shall be Hong Kong. (c) The arbitral proceedings shall be conducted in English. The official language To the extent that the HKIAC Rules are in conflict with the provisions of this Section 8.4, including the provisions concerning the appointment of the arbitrators, the provisions of this Section 8.4 shall prevail. (d) Each party to the arbitration shall be English and cooperate with each other party to the arbitration tribunal shall consist in making full disclosure of three arbitrators and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(se) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration arbitral tribunal shall be final and binding upon the disputing parties. Any parties thereto, and the prevailing party to an award may apply to any a court of competent jurisdiction for enforcement of such award. (f) The Parties agree that the arbitral tribunal shall have the power to award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit equitable remedies (including specific performance). Any party to the jurisdiction Dispute shall be entitled to seek interim measures of protection and emergency relief in aid of arbitration from any court of competent jurisdiction and waive any defenses jurisdiction. Application for such protective or similar emergency interim relief shall not be deemed inconsistent with the agreement to such enforcement based on lack arbitrate or deemed a waiver of personal jurisdiction or inconvenient forumthe right to arbitrate. (cg) Notwithstanding During the foregoingcourse of the arbitral tribunal’s adjudication of the Dispute, the parties hereto consent this Agreement shall continue to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, be performed except with respect to the extent permitted part in Dispute and under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any wayadjudication.

Governing Law; Dispute Resolution. (a) This Limited Guarantee shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New York. (b) Any Subject to the last sentence of this Section 10(b), any disputes, actions and proceedings against any party hereto or arising out of or in any way relating to this Limited Guarantee shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules arbitration rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b) (the “Rules”). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party hereto may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction or order from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive such relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunctioninjunction or order. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions or orders and does not otherwise restrict the application of Section 10(b) in any way.

Governing Law; Dispute Resolution. (a) This Limited Guarantee shall Agreement must be construed, interpreted, construed and governed by and in accordance with the Laws laws of the State Commonwealth of New York Massachusetts without regard reference to rules relating to conflict of law. The Parties agree that the Federal Xxxxxxxxxxx Xxx, 0 X.X.X. §0 et seq. and the American Arbitration Association’s National Rules for the Resolution of Employment Disputes (the “National Rules”) apply to the conflicts interpretation and enforcement of law principles thereof that would subject such matter to the Laws this Agreement. In case of another jurisdiction other than the State of New York. (b) Any disputesany controversy, actions and proceedings against any party dispute, or claim directly or indirectly arising out of or in related to this Agreement, or the breach thereof, or relating to your employment (including claims relating to employment discrimination), except as expressly excluded herein, each Party agrees to give the other Party notice of an intent to seek arbitration under this Agreement and 10 days to reach a resolution. Should resolution of any way controversy or claim not be reached following provision of notice and a reasonable opportunity to cure, then the Parties agree that any controversy or claim arising out of or relating to this Limited Guarantee Agreement, including the arbitrability of the dispute itself, shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved settled by one arbitrator in accordance with the Arbitration National Rules of HKIAC in force effect at the relevant time (the “Rules”) and arbitration demand is filed or such other rules as may be amended mutually agreed to by the Parties. The dispute will be arbitrated in Boston, Massachusetts, absent mutual agreement of the Parties to another venue. Any claim or controversy not submitted to arbitration in accordance with this Section 10(b). The place of arbitration shall be Hong Kong. The official language of 10(m) (other than as provided under the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator Confidentiality Agreement) will be nominated jointly by waived, and thereafter no arbitrator, arbitration panel, tribunal, or court will have the first two Arbitrators and shall serve as chairman of the arbitration tribunalpower to rule or make any award on any such claim or controversy. In determining a claim or controversy under this Agreement and in making an award, the event arbitrator must consider the claimant(s) terms and provisions of this Agreement, as well as all applicable federal, state, or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damageslocal laws. The award of the rendered in any arbitration tribunal shall proceeding held under this Section 10(m) will be final and binding and judgment upon the disputing partiesaward may be entered in any court having jurisdiction thereof. Claims for workers’ compensation or unemployment compensation benefits are not covered by this Section 10(m). Also not covered by this Section 10(m) are claims by the Company or by you for temporary restraining orders, preliminary injunctions or permanent injunctions (“equitable relief”) in cases in which such equitable relief would be otherwise authorized by law or pursuant to the Confidentiality Agreement. The Company will be responsible for paying any filing fee of the sponsoring organization and the fees and costs of the arbitrator; provided, however, that if you initiate the claim, you will contribute an amount equal to the filing fee you would have incurred to initiate a claim in the court of general jurisdiction in the Commonwealth of Massachusetts. Each party will pay for its own costs and attorneys’ fees, if any, provided that the arbitrator or court, as applicable, may award reasonable costs and expenses in favor of the prevailing party. The Company and you agree that the decision as to whether a party is the prevailing party in an arbitration, or a legal proceeding that is commenced in connection therewith, will be made in the sole discretion of the arbitrator or, if applicable, the court. Any party action, suit or other legal proceeding with respect to an award may apply to any equitable relief that is excluded from arbitration above must be commenced only in a court of competent jurisdiction for enforcement the Commonwealth of such award andMassachusetts (or, for purposes if appropriate, a federal court located within the Commonwealth of Massachusetts), and the enforcement of such award, the parties irrevocably Company and unconditionally submit you each consent to the jurisdiction of such a court. With respect to any such court action, the Parties hereto (i) submit to the personal jurisdiction of competent jurisdiction such courts; (ii) consent to service of process by the means specified under Section 10(a); and (iii) waive any defenses other requirement (whether imposed by statute, rule of court, or otherwise) with respect to such enforcement based on lack of personal jurisdiction or jurisdiction, inconvenient forum, or service of process. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

Governing Law; Dispute Resolution. (a) This Limited Guarantee shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts conflict of law Law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New York. (b) jurisdiction. Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC (the “Rules”) in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b)9. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (cb) Notwithstanding the foregoing, the parties hereto hereby consent to and agree that in addition to any recourse to arbitration as set out in this Section 10(b)9, any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement Limited Guarantee is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c9(b) is only applicable to the seeking of interim injunctions and does not otherwise restrict the application of Section 10(b9(a) in any way.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof that would subject such matter to the Laws of another jurisdiction, except that the following matters arising out of or relating to this Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the nonexclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the undertaking, property and liabilities of Merger Sub in the Surviving Company, the cancellation of the Shares (including Shares represented by ADSs), the rights provided for in Section 238 of the CICL with respect to any Dissenting Shares, the fiduciary or other than duties of the State Company Board and the directors of New YorkMerger Sub and the internal corporate affairs of the Company and Merger Sub. (b) Any Subject to Section 9.08, Section 9.09(a) and the last sentence of this Section 9.09(b), any disputes, actions and proceedings against any party hereto or arising out of or in any way relating to this Limited Guarantee Agreement shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b9.09 (the “Rules”). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties hereto irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

Governing Law; Dispute Resolution. (a) This Limited Guarantee 16.1 It is the intent of the parties hereto that all questions with respect to the construction of this Agreement and the rights and liabilities of the parties hereunder shall be interpreted, construed and governed by and determined in accordance with the Laws laws of the State of New York Delaware, without regard to the principles of conflicts of law principles laws thereof that would subject such matter to call for the Laws application of another the substantive law of any jurisdiction other than the State of New YorkDelaware. (b) Any disputes16.2 Each party irrevocably agrees for the exclusive benefit of the other that any and all suits, actions and or proceedings against any party or arising out of or in any way relating to this Limited Guarantee Agreement (a “Proceeding”) shall be submitted to maintained in either the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws courts of the State of New YorkDelaware or the federal District Courts sitting in Wilmington, a court Delaware (collectively, the “Chosen Courts”) and that the Chosen Courts shall have exclusive jurisdiction to hear and determine or authority hearing an application for injunctive relief settle any such Proceeding and that any such Proceedings shall only be brought in the Chosen Courts. Each party irrevocably waives any objection that it may apply have now or hereafter to the procedural Law laying of the jurisdiction where venue of any Proceedings in the court or Chosen Courts and any claim that any Proceedings have been brought in an inconvenient forum and further irrevocably agrees that a judgment in any Proceeding brought in the Chosen Courts shall be conclusive and binding upon it and may be enforced in the courts of any other authority is located jurisdiction. 16.3 Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in determining whether to grant express reliance on Section 2708 of Title 6 of the interim injunctionDelaware Code. For Each of the avoidance of doubt, this Section 10(cparties hereto irrevocably and unconditionally agrees that (i) is only applicable to the seeking extent such party is not otherwise subject to service of interim injunctions process in the State of Delaware, it will appoint (and does not restrict maintain an agreement with respect to) an agent in the application State of Delaware as such party’s agent for acceptance of legal process and notify the other parties hereto of the name and address of said agent, (ii) service of process may also be made on such party by pre-paid certified mail with a validated proof of mailing receipt constituting evidence of valid service sent to such party at the address set forth in Section 10(b15 of this Agreement, as such address may be changed from time to time pursuant hereto, and (iii) in any wayservice made pursuant to clause (i) or (ii) above shall, to the fullest extent permitted by applicable law, have the same legal force and effect as if served upon such party personally within the State of Delaware.

Governing Law; Dispute Resolution. (a) This Limited Guarantee shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New York. (b) Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b) (the “Rules”). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

Governing Law; Dispute Resolution. a. To expedite resolution and control the cost of any dispute, controversy, or claim related to this Agreement (a"Dispute"), you and Hi-Rez agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) This Limited Guarantee shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard informally for at least thirty (30) calendar days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one party to the conflicts of law principles thereof that would subject such matter other. Hi-Rez will send its notice to your billing address and email you a copy to the Laws of another jurisdiction email address you have provided to Hi-Rez. You will send your notice to Hi-Rez Studios, Inc., 3750 Brookside Parkway, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx 00000, Attention: Legal Department, or to such other than the State of New Yorkaddress or person as Hi-Rez may hereafter direct. b. If you and Hi-Rez are unable to resolve a Dispute through informal negotiations, either you or Hi-Rez may elect to have the Dispute (bexcept those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any disputes, actions and proceedings against any election to arbitrate by one party or arising out of or in any way relating to this Limited Guarantee shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon on the disputing partiesother. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA') and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website <xxx.xxx.xxx>. The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and Hi-Rez may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. c. You and Hi-Rez agree that any arbitration shall be limited to the Dispute between Hi- Rez and you individually. To the fullest extent permitted by law, (i) no arbitration shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. d. You and Hi-Rez agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (i) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or Hi-Rez’s intellectual property rights; (ii) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (iii) any claim for injunctive relief. e. Any arbitration shall be initiated in the County of Xxxxxx, State of Georgia, United States of America. Any party Dispute not subject to an award may apply arbitration (other than claims proceeding in any small claims court), or where no election to any arbitrate has been made, shall be decided by a court of competent jurisdiction for enforcement within the County of such award andXxxxxx, for purposes State of the enforcement Georgia, United States of such awardAmerica, the parties irrevocably and unconditionally you and Hi-Rez agree to submit to the personal jurisdiction of that court. f. Except as otherwise set forth herein, this Agreement shall be governed by, and will be construed under, the Laws of the United States of America and the laws of the State of Georgia, without regard to choice of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. For customers who purchased a license to the Software Product in, and are a resident of, Canada, Australia, Singapore, or New Zealand, other laws may apply if you choose not to agree to arbitrate as set forth above; provided, however, that such laws shall affect this Agreement only to the extent required by such jurisdiction. In such a case, this Agreement shall be interpreted to give maximum effect to the terms and conditions hereof. If you purchased your license to the Software Product in New Zealand, and are a resident of New Zealand, The New Zealand Consumer Guarantees Act of 1993 ("New Zealand Act") may apply to the Software Product and/or the Service as supplied by Hi-Rez to you. If the New Zealand Act applies, then notwithstanding any other provision in this Agreement, you may have rights or remedies as set out in the New Zealand Act which may apply in addition to, or, to the extent that they are inconsistent, instead of, the rights or remedies set out in this Agreement. Those who choose to access the Service from locations outside of the United States, Canada, Australia, Singapore, or New Zealand do so on their own initiative and are responsible for compliance with local laws if and to the extent local laws are applicable. g. You and Hi-Rez agree that if any portion of this Section 16 is found illegal or unenforceable (except any portion of Section 16(d)) that portion shall be severed and the remainder of the applicable section(s) shall be given full force and effect. If Section 16(d) is found to be illegal or unenforceable then neither you nor Hi-Rez will elect to arbitrate any Dispute falling within that portion of Section 16(d) found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the County of Xxxxxx, State of Georgia, United States of America, and waive any defenses you and Hi-Rez agree to such enforcement based on lack of submit to the personal jurisdiction or inconvenient forumof that court. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

Governing Law; Dispute Resolution. (a) This Limited Guarantee shall Agreement is made under and will be interpreted, construed and governed by and construed in accordance with the Laws laws of the State of New York without regard to the California (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law principles thereof that would subject such matter known as the United Nations Convention on the International Sale of Goods. The parties will endeavor to the Laws of another jurisdiction other than the State of New York. (b) Any settle amicably by mutual discussions any disputes, actions and proceedings against differences, or claims whatsoever related to this Agreement. Failing such amicable settlement, any party controversy, claim, or dispute arising out of under or in any way relating to this Limited Guarantee Agreement, including the existence, validity, interpretation, performance, termination or breach thereof, shall finally be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved settled by arbitration in accordance with the Arbitration Rules (and if Customer is a non-U.S. entity, the International Arbitration Rules) of HKIAC in force at the relevant time American Arbitration Association ("AAA"). There will be three (3) arbitrators (the “Rules”"Arbitration Tribunal"), the first of which will be appointed by the claimant in its notice of arbitration, the second of which will be appointed by the respondent within thirty (30) days of the appointment of the first arbitrator and as may the third of which will be amended jointly appointed by this Section 10(b)the party-appointed arbitrators within thirty (30) days thereafter. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”)English. The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; Arbitration Tribunal will not have the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damagesdamages to either party. The award Each party shall bear its own expenses, but the parties will share equally the expenses of the Arbitration Tribunal and the AAA. This Agreement will be enforceable, and any arbitration tribunal shall award will be final final, and binding upon the disputing parties. Any party to an award judgment thereon may apply to be entered in any court of competent jurisdiction for enforcement of such award andjurisdiction. The arbitration will be held in San Francisco, for purposes of the enforcement of such awardCalifornia, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) USA. Notwithstanding the foregoing, the parties hereto consent claims for preliminary injunctive relief, other pre-judgment remedies, and claims for Customer's failure to and agree that pay for Services in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority accordance with competent jurisdiction and, notwithstanding that this Agreement is governed by may be brought in a state or federal court in the Laws of United States with jurisdiction over the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions subject matter and does not restrict the application of Section 10(b) in any wayparties.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Guaranty shall be interpretedgoverned by, and construed and governed by and in accordance with with, the Laws laws of the State of New York, without giving effect to any choice of law or other conflict of law provision or rule (whether of the State of New York without regard to the conflicts of law principles thereof or any other jurisdiction) that would subject such matter to cause the Laws application of another the laws of any jurisdiction other than the State of New York. (b) . Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee Guaranty shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b9 (the “HKIAC Rules”). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the HKIAC Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

Governing Law; Dispute Resolution. (a) 14.1. This Limited Guarantee Agreement shall be interpreted, construed and governed by and construed in accordance with the Laws laws of the State of New York Korea without regard reference to the conflicts choice of law principles thereof that would subject thereof. 14.2. Each Party seeking the resolution of a dispute arising under this Agreement must provide written notice of such matter dispute to the Laws other Party, which notice shall describe the nature of another jurisdiction other than such dispute. All such disputes shall be referred initially to the State Coordinating Committee for resolution. Decisions of New Yorkthe Coordinating Committee under this Section 14.2 shall be made by unanimous vote of all members and shall be final and legally binding on the Parties. If a dispute is resolved by the Coordinating Committee, then the terms of the resolution and settlement of such dispute shall be set forth in writing and signed by both Parties. In the event that the Coordinating Committee does not resolve a dispute within thirty (30) days of the submission thereof, such dispute shall be resolved in accordance with Section 14.3. Notwithstanding the foregoing, Hynix and NewCo shall each continue to perform its obligations under this Agreement during the pendency of such dispute in accordance with this Agreement. (b) Any disputes14.3. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction to prevent any breach of this Agreement and to enforce specifically the terms and provisions of this Agreement by bringing a relevant action in the Seoul Central District Court in Seoul, actions and proceedings against Korea, in addition to any party other remedy to which any Party may be entitled at law or in equity. In addition, the Parties agree that any dispute, claims or controversy between the Parties arising out of or in any way relating to this Limited Guarantee shall Agreement, whether in contract, tort, equity or otherwise and whether relating to the meaning, interpretation, effect, validity, performance or enforcement of this Agreement, which is not resolved by the Coordinating Committee pursuant to Section 14.2 may be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b). The place of arbitration shall be Hong Kong. The official language exclusive jurisdiction of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (eachSeoul Central District Court, an “Arbitrator”)in Seoul, Korea. The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman Each of the arbitration tribunal. In Parties irrevocably waives, to the event the claimant(s) fullest extent permitted by law, any objection which it may now, or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Ruleshereafter, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit with respect to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction of, or inconvenient forum. (c) Notwithstanding the foregoingvenue in, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any waySeoul Central District Court.

Governing Law; Dispute Resolution. (a) This Limited Guarantee shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New YorkTHIS 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) Any disputes, actions and proceedings against any party or All disputes arising out of or in any way relating to this Limited Guarantee connection with the present contract shall be submitted to finally settled under the Hong Kong Rules of Arbitration of the International Arbitration Centre (the “HKIAC”) and resolved Chamber of Commerce in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b)said rules. The place of arbitration shall be Hong Kong. The official language seat of the arbitration shall be English Singapore, provided, that, the arbitrators may hold hearings in such other locations as the arbitrators determine to be most convenient and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman efficient for all of the parties to such arbitration tribunal. In under the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIACcircumstances. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon conducted in the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forumEnglish language. (c) Notwithstanding The arbitration shall be conducted by three arbitrators. The Party that initiates the foregoingarbitration process (the “Claimant”) shall appoint an arbitrator in its request for arbitration (the “Request”). The other Party (or the other Parties, acting jointly, if there are more than one) to the arbitration (the “Respondent”) shall appoint an arbitrator within thirty (30) days of receipt of the Request and shall notify the Claimant of such appointment in writing. If within thirty (30) days of receipt of the Request by the Respondent, either Party has not appointed an arbitrator, then that arbitrator shall be appointed by the International Chamber of Commerce (the “ICC”). The first two arbitrators appointed in accordance with this provision shall appoint a third arbitrator within thirty (30) days after the Respondent has notified Claimant of the appointment of the Respondent’s arbitrator or, in the event of a failure by a Party to appoint, within thirty (30) days after the ICC has notified the parties and any arbitrator already appointed of the appointment of an arbitrator on behalf of the Party failing to appoint. When the third arbitrator has accepted the appointment, the two arbitrators making the appointment shall promptly notify the parties hereto consent of the appointment. If the first two arbitrators appointed fail to appoint a third arbitrator or so to notify the parties within the time period prescribed above, then the ICC shall appoint the third arbitrator and agree that shall promptly notify the parties of the appointment. The third arbitrator shall act as Chair of the tribunal. (d) The arbitral award shall be in writing, state the reasons for the award, and be final and binding on the parties. The award may include an award of costs, including, without limitation, reasonable attorneys’ fees and disbursements. In addition to monetary damages, the arbitral tribunal shall be empowered to award equitable relief, including, but not limited to, an injunction and specific performance of any recourse obligation under this Agreement. The arbitral tribunal is not empowered to arbitration award damages in excess of compensatory damages, and each Party hereby irrevocably waives any right to recover special, punitive, exemplary, consequential or similar damages with respect to any dispute, except insofar as set out a claim is for indemnification for an award of such damages awarded against a Party in Section 10(b)an action brought against it by an independent third party. The arbitral tribunal shall be authorized in its discretion to grant pre-award and post-award interest at commercial rates. Any costs, any party mayfees or taxes incident to enforcing the award shall, to the maximum extent permitted under by Laws, be charged against the Laws Party resisting such enforcement. Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant Party or its assets. (e) The Parties agree that the arbitration shall be kept confidential and that the existence of the jurisdiction where application is madeproceeding and any element of it (including but not limited to any pleadings, seek an interim injunction from a court briefs or other authority with competent jurisdiction anddocuments submitted or exchanged, notwithstanding that this Agreement is governed any testimony or other oral submissions, and any awards) shall not be disclosed beyond the tribunal, the ICC, the parties, their counsel and any person necessary to the conduct of the proceeding, except as may be lawfully required in judicial proceedings relating to the arbitration or otherwise, or as required by the Laws rules of any other quotation system or exchange on which the State disclosing Party’s securities are listed or applicable Laws. (f) The costs of New York, a court or authority hearing an application for injunctive relief may apply arbitration shall be borne by the procedural Law of losing Party unless otherwise determined by the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(carbitration award. (g) is only applicable All payments made pursuant to the seeking of interim injunctions arbitration decision or award and does any judgment entered thereon shall be made in United States Dollars (or, if a payment in United States Dollars is not restrict permitted by Law and if mutually agreed upon by the application of Section 10(b) applicable Parties, in PRC currency), free from any waydeduction, offset or withholding for taxes.

Governing Law; Dispute Resolution. (a) This Limited Guarantee The PARTIES intend that nothing in this SUB-LICENSE derogates any provision of the PARENT LICENSE. With respect to any issue pertaining to the interpretation of the PARENT LICENSE, or a breach thereof hereunder, this SUB-LICENSE shall be interpreted, construed and governed by and construed in accordance with the Laws of applicable provisions in the State of New York PARENT LICENSE, including without regard to the conflicts of law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New Yorklimitation, Section 17.1(a) regarding United States Federal Law, Regulations, Directives, and Instructions. (b) Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee This SUB-LICENSE shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) governed by and resolved construed in accordance with the laws of *** in each case without reference to any rules of conflict of laws, except that matters pertaining to intellectual property rights and patents shall be governed by the laws of the jurisdiction in which such intellectual property rights or patents exist. Any dispute between ADAPTIMMUNE and LTC pertaining to the interpretation of this SUB-LICENSE, or the breach thereof, shall be settled by binding arbitration in the city of Washington, D.C., administered by the American Arbitration Rules of HKIAC in force at the relevant time Association (the “RulesAAA”) in accordance with its commercial arbitration rules, and as judgment on the award rendered by the arbitrator may be amended by this Section 10(b)entered in any court having jurisdiction thereof. The place administrative charges, arbitrators’ fees, and related expenses of any arbitration shall be Hong Kongpaid equally by the PARTIES but each PARTY shall be responsible for any costs or expenses incurred in presenting such PARTY’s case to the arbitrators, such as attorney’s fees or expert witness fees. There shall be three arbitrators. Each PARTY shall appoint one arbitrator. The official language of third arbitrator shall act as the arbitration shall be English presiding arbitrator and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by agreement of the HKIACPARTY-appointed arbitrators. If no agreement on such appointment can be reached, the parties may ask AAA to make the appointment. The arbitration proceedings shall be conducted in English. The arbitration tribunal shall have no authority to award punitive or other punitive-type damagesapply AAA rules in effect at the time of the arbitration. In the event of a conflict between the provisions of this Section 14.1(b) and such AAA rules, the provisions of this Section 14.1(b) shall prevail. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may PARTIES and the winning PARTY may, at the cost and expense of the losing PARTY, apply to any court of competent jurisdiction for enforcement of such award andaward. The administrative charges, arbitrators’ fees, and related expenses of any arbitration shall be paid equally by the PARTIES, but each PARTY shall be responsible for purposes of the enforcement of any costs or expenses incurred in presenting such award, the parties irrevocably and unconditionally submit PARTY’s case to the jurisdiction of any court of competent jurisdiction and waive any defenses to arbitrators, such enforcement based on lack of personal jurisdiction as attorney’s fees or inconvenient forumexpert witness fees. (c) ADAPTIMMUNE has a right to appeal, in accordance with procedures prescribed by the Chief of Naval Research, any dispute between ADAPTIMMUNE and NAVY or LTC and NAVY concerning the interpretation, modification, and/or termination of this SUB-LICENSE. (d) Notwithstanding the PARTIES’ agreement to arbitrate, the PARTIES hereby agree that a PARTY may apply to any court of law or equity of competent jurisdiction for specific performance or injunctive relief to enforce or prevent any violation of the provisions of Article 13 of the SUB-LICENSE. (e) Notwithstanding the foregoing, no dispute affecting the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, rights or property of HHMI shall be subject to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any wayarbitration procedures set forth above.

Governing Law; Dispute Resolution. (a) This Limited Guarantee 10.1 All disputes between or among Parties shall be interpretedfinally settled under the Rules of Arbitration of the International Chamber of Commerce (the “ICC Rules”), construed except as may otherwise be specified herein or by agreement of the Parties. The arbitration shall be conducted by three arbitrators. All persons chosen as arbitrators shall be lawyers with at least fifteen (15) years of professional experience, and governed will be independent of the Parties, and impartial. Each Party shall nominate one arbitrator (each a “Party Nominated Arbitrator”), and the Party Nominated Arbitrators shall jointly appoint an independent chairman; provided, that, where there are more than two (2) Parties to a dispute, the Party Nominated Arbitrators shall be appointed in accordance with Article 12(6) of the ICC Rules. If no chairman is appointed within thirty (30) days of the appointment of the second Party Nominated Arbitrator, the chairman shall be appointed by and the International Chamber of Commerce, in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New York. (b) Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “ICC Rules”) and as may be amended by this Section 10(b). The place of arbitration shall be Hong KongNew York, New York. The official language of the arbitration shall be English conducted in English. The arbitrators shall award to the prevailing Party or Parties, if any, as determined by the arbitrators, its reasonable attorneys’ fees and costs, including the costs of the arbitration. Judgment on any final arbitral award may be entered and enforced in any court of competent jurisdiction. The Parties shall keep confidential: (a) the fact that any arbitration occurred; (b) any awards awarded in the arbitration; (c) all materials used, or created for use in the arbitration; and (d) all other documents produced by another Party in the arbitration tribunal shall consist and not The Foundation Carrier Agreement FMC Agreement No. Original Page No. 13 otherwise in the public domain, except, with respect to each of three arbitrators the foregoing, to the extent that disclosure may be legally required (each, including to protect or pursue a legal right) or necessary to enforce or challenge an “Arbitrator”)arbitration award before a court or other judicial authority. The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal arbitrators shall have no authority to award punitive or other punitive-type damages. The award damages excluded by this Agreement, damages in excess of the arbitration tribunal limitations contained in this Agreement or injunctive relief. Nothing in this Agreement shall be final and binding upon the disputing parties. Any party prevent any Party from resorting to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction judicial proceedings (including seeking equitable remedies) if interim or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction provisional relief from a court is necessary either to prevent material prejudice to any Party or other authority with competent jurisdiction andto third parties, notwithstanding that or to prevent or stop a breach of any confidentiality provisions or intellectual property rights or unauthorized use of Foundation Carrier data or otherwise as provided in Article 11.3. Nothing in this Agreement is governed shall prevent any Party from resorting to judicial proceedings as necessary to determine the validity or ownership of any intellectual property owned or asserted by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable Party to the seeking Agreement, or by any parent company, subsidiary, or affiliate under common control of interim injunctions and does not restrict the application of Section 10(b) in any wayParty.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement shall be interpretedconstrued, construed governed, interpreted and governed by and applied in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New York. (b) Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws laws of the State of New York, U.S.A. without regard to the conflict of law principles thereof, and the United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed. (b) Excepting only actions and claims relating to actions commenced by a third party against ASL or Reliant (including, without limitation, actions for injuries caused by a Product, or in respect to a patent infringement claim), any controversy or claim arising out of or relating to this Agreement, or the parties’ decision to enter into this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the arbitration American Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. (c) The arbitration shall be held before a single arbitrator, to be selected by ASL and Reliant or, if ASL and Reliant cannot agree on such arbitrator, in accordance with the applicable arbitration rules provided that the arbitrator shall have significant pharmaceutical manufacturing and supply experience. Arbitration shall be in the State of New York and the arbitrator shall apply the substantive law of the State of New York. It shall be the duty of the arbitrator to set dates for preparation and hearing of any dispute and to expedite the resolution of such dispute. The arbitrator shall permit and facilitate discovery, taking into account the needs of the parties and the desirability of making discovery expeditious and cost-effective. The arbitrator will set a discovery schedule with which the parties will comply and attend depositions if requested by either party. The arbitrator will entertain such presentation of sworn testimony or evidence, written briefs and/or oral argument as the parties may wish to present; however, no testimony or exhibits will be admissible unless the adverse party was afforded an opportunity to examine such witness and to inspect and copy such exhibits during the pre-hearing discovery phase. The arbitrator shall among his other powers and authorities, have the power and authority hearing an application to award interim or preliminary relief. (d) The arbitrator shall not award either parties punitive damages and the parties shall be deemed to have waived any right to such damages. A qualified court reporter will record and transcribe the proceedings. The decision of the arbitrator will be in writing and judgment upon the award by the arbitrator may be entered into any court having jurisdiction thereof. Prompt handling and disposal of the issue is important. Accordingly, the arbitrator is instructed to assume adequate managerial initiative and control over discovery and other aspects of the proceeding to schedule discovery and other activities for substantially continuous work, thereby expediting the arbitration as much as is deemed reasonable to him, but in all events to effect a final award within three hundred sixty five (365) days of the arbitrator’s selection or appointment and within twenty (20) days of the close of evidence. (e) The proceedings shall be confidential and the arbitrator shall issue appropriate protective orders to safeguard both parties’ confidential information. The fees of the arbitrator shall be paid by the losing party, which shall be designated by the arbitrator. If the arbitrator is unable to designate a losing party, he shall so state and the fees shall be split equally between the parties. (f) Each party is required to continue to perform its obligations under this Agreement pending final resolution of any such dispute. (g) The procedures specified in this Section 4.15 shall be the sole and exclusive procedures for the resolution of disputes between the parties arising out of or relating to this Agreement; provided however, that a party, without prejudice to the above procedures, may seek injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority provisional judicial relief, if in its sole judgment, such action is located in determining whether necessary to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any wayavoid irreparable damage.

Governing Law; Dispute Resolution. (a) This Limited Guarantee shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law Law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New York. (b) Any Subject to the last sentence of this Section 10(b), any disputes, actions and proceedings against any party hereto or arising out of or in any way relating to this Limited Guarantee shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC (the “Rules”) in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three (3) arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one (1) Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one (1) Arbitrator; and a third (3rd) Arbitrator will be nominated jointly by the first two (2) Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two (2) Arbitrators shall fail to nominate or agree on to the joint nomination of an Arbitrator or the third (3rd) Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party hereto may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

Governing Law; Dispute Resolution. (a) This Limited Guarantee LICENSE shall be interpreted, construed and governed by and construed in accordance with the Laws laws of *** in each case without reference to any rules of conflict of laws, except that matters pertaining to intellectual property rights and patents shall be governed by the laws of the State of New York without regard jurisdiction in which such intellectual property rights or patents exist. Any dispute between ADAPTIMMUNE and LTC pertaining to the conflicts interpretation of law principles thereof that would subject such matter to this LICENSE, or the Laws of another jurisdiction other than the State of New York. (b) Any disputesbreach thereof, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee shall be submitted to settled by binding arbitration in the Hong Kong International city of Washington, D.C., administered by the American Arbitration Centre Association (the “HKIACAAA”) and resolved in accordance with its commercial arbitration rules, and judgment on the Arbitration Rules of HKIAC in force at award rendered by the relevant time (the “Rules”) and as arbitrator may be amended by this Section 10(b)entered in any court having jurisdiction thereof. The place administrative charges, arbitrators’ fees, and related expenses of any arbitration shall be Hong Kongpaid equally by the PARTIES but each PARTY shall be responsible for any costs or expenses incurred in presenting such PARTY’s case to the arbitrators, such as attorney’s fees or expert witness fees. There shall be three arbitrators. Each PARTY shall appoint one arbitrator. The official language of third arbitrator shall act as the arbitration shall be English presiding arbitrator and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by agreement of the HKIACPARTY-appointed arbitrators. If no agreement on such appointment can be reached, the parties may ask AAA to make the appointment. The arbitration proceedings shall be conducted in English. The arbitration tribunal shall have no authority to award punitive or other punitive-type damagesapply AAA rules in effect at the time of the arbitration. In the event of a conflict between the provisions of this Section 14.1(a) and such AAA rules, the provisions of this Section 14.1(a) shall prevail. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may PARTIES and the winning PARTY may, at the cost and expense of the losing PARTY, apply to any court of competent jurisdiction for enforcement of such award andaward. The administrative charges, arbitrators’ fees, and related expenses ***Portions of this page have been omitted pursuant to a request for purposes Confidential Treatment and filed separately with the Commission. of any arbitration shall be paid equally by the enforcement of PARTIES, but each PARTY shall be responsible for any costs or expenses incurred in presenting such awardPARTY’s case to the arbitrators, such as attorney’s fees or expert witness fees. (b) Notwithstanding the PARTIES’ agreement to arbitrate, the parties irrevocably and unconditionally submit PARTIES hereby agree that a PARTY may apply to the jurisdiction of any court of law or equity of competent jurisdiction and waive for specific performance or injunctive relief to enforce or prevent any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws violation of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws provisions of Article 13 of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any wayLICENSE.

Governing Law; Dispute Resolution. (a) This Subject to Section 13(b), this Limited Guarantee shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts conflict of law Law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New York. (b) jurisdiction. Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC (the “Rules”) in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b)13. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (cb) Notwithstanding the foregoing, the parties hereto hereby consent to and agree that in addition to any recourse to arbitration as set out in this Section 10(b)13, any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement Limited Guarantee is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c13(b) is only applicable to the seeking of interim injunctions and does not otherwise restrict the application of Section 10(b13(a) in any way.

Governing Law; Dispute Resolution. (a) This Subject to Section ‎13‎(b), this Limited Guarantee and all disputes or controversies arising out of or relating to this Limited Guarantee or the transactions contemplated hereby shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts conflict of law Law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New York. (b) jurisdiction. Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC (the “Rules”) in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b)‎13. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third (3rd) Arbitrator will be nominated jointly by the first two (2) Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two (2) Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third (3rd) Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (cb) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in this Section 10(b)13, any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement Limited Guarantee is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c‎13‎(b) is only applicable to the seeking of interim injunctions and does not otherwise restrict the application of Section 10(b‎13‎(a) in any way.

Governing Law; Dispute Resolution. (a) This Limited Guarantee shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New York. (b) Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee shall be submitted to the Hong Kong International Arbitration Centre (the “"HKIAC”") and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “"Arbitrator”"). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on to the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement shall be interpreted, construed and governed by and construed and interpreted in accordance with the Laws laws of the State of New York York, without regard to the conflicts conflict of law laws principles thereof that would subject such matter to result in the Laws application of another jurisdiction any law other than the laws of the State of New York. (b) Any disputes, actions and proceedings against In case any party dispute or difference shall arise between the parties hereto as to the construction of this Agreement or as to any matter or thing of whatsoever nature arising out of thereunder or in connection therewith, including any way relating to this Limited Guarantee question regarding its existence, validity or termination (a “Dispute”), such Dispute shall be submitted to a single arbitrator to be appointed by the Hong Kong International Arbitration Centre (parties or, failing agreement within 14 working days after either party has given to the “HKIAC”) other party a written request to concur in the appointment of an arbitrator, a single arbitrator to be appointed on the request of either party by the Chairman for the time being of the UNCITRAL and resolved such submission shall be a submission to arbitration in accordance with the UNCITRAL Arbitration Rules of HKIAC 2010 as presently in force at by which the relevant time (the “Rules”) and as may parties agree to be amended by this Section 10(b)so bound. The place of arbitration shall be Hong Kong. The official language of Kong and the arbitration shall be conducted wholly in the English language. Any award of the arbitrators: (A) shall be in writing; and (B) shall state the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”)reasons upon which such award is based. The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal arbitrators shall have no authority to award punitive legal and other fees or any other punitive-type damages measured by the prevailing party’s actual damages. The , but the arbitrators may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of the arbitration tribunal shall be final and binding upon the disputing partiesthis Agreement. Any party may make an application to an the arbitrators seeking injunctive relief to maintain the status quo until such time as the arbitration award is rendered or the Dispute, controversy or claim is otherwise resolved. Any party may apply to any court having jurisdiction hereof and seek injunctive relief in order to maintain the status quo until such time as the arbitration award is rendered or the Dispute, controversy or claim is otherwise resolved. Once any Dispute has been submitted to arbitration proceedings pursuant to this Section 3.4(b), such Dispute shall be resolved in a confidential manner. No party shall disclose or permit the disclosure of competent jurisdiction any information about the evidence adduced or the documents produced by the other party in the arbitration proceedings or about the results of the proceeding except as may be required by a Governmental Authority or as required in a court action in aid of arbitration or for enforcement of such award and, for purposes of the enforcement of such this arbitration agreement or an arbitral award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) . Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse the right of the parties to arbitration as set out in arbitrate Disputes pursuant to this Section 10(b3.4(b), any each party may, to further acknowledges and agrees that in the extent permitted under the Laws event of a breach or threatened breach of the jurisdiction where application is madeother party’s covenants or agreements, seek the non-breaching party shall be entitled to (i) a decree or order of specific performance and/or mandamus to enforce the observance and performance of such covenant or agreement and (ii) an interim injunction from a court restraining such breach or threatened breach. Neither the non-breaching party nor any of its Affiliates shall be required to provide any bond or other authority security in connection with competent jurisdiction andany such decree, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court order or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court injunction or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in connection with any wayrelated action or proceeding.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof or of any other jurisdiction that would subject such matter to the Laws of another jurisdiction, except that the following matters arising out of or relating to this Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the undertaking, property and liabilities of each of Parent and the Company in the Surviving Company, the cancellation of the Shares (including Shares represented by ADSs), the fiduciary or other than duties of the State Company Board and the directors of New YorkParent, the general rights of the respective shareholders of the Company and Parent and the internal corporate affairs of the Company and Parent. (b) Any Subject to Section 9.08, Section 9.10(a) and the last sentence of this Section 9.10(b), any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee Agreement shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the HKIAC Administered Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b)9.10. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto hereby consent to and agree that in addition to any recourse to arbitration as set out in this Section 10(b)9.10, any party may, to the extent permitted under the Laws of the jurisdiction where application is madeHKIAC Administered Arbitration Rules, seek an interim injunction from a court or other authority with competent jurisdiction andform of relief from the HKIAC as provided for in the HKIAC Administered Arbitration Rules. Such application shall also be governed by, notwithstanding that this Agreement is governed by and construed in accordance with, the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement, the CVRs and all actions arising under this Agreement or in connection herewith or therewith shall be interpreted, construed and governed by and construed in accordance with the Laws laws of the State of New York without regard to Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New Yorkthereof. (b) Any disputes, actions and proceedings against In the event of any party or dispute arising out of or in any way relating to this Limited Guarantee Agreement, including the interpretation, validity, performance or breach thereof (a “Dispute”), the parties will first attempt to resolve such Dispute by negotiation and consultation between themselves. In the event that such Dispute is not resolved on an informal basis within thirty (30) days from receipt of written notice of such Dispute and a party wishes to pursue the matter, then, except as expressly set forth in Section 7.5(f), such Dispute (if not an Excluded Claim) shall be submitted to finally resolved by binding arbitration administered by the Hong Kong International Centre for Dispute Resolution of the American Arbitration Centre Association (the “HKIACAAA”) under its Commercial and resolved International Rules. (c) The arbitration shall be conducted by a panel of three (3) neutral arbitrators, each of whom shall have significant legal or business experience in accordance with the Arbitration Rules pharmaceutical industry, and none of HKIAC in force at whom shall be a current or former employee or director, or a current significant shareholder, of either party or any of its respective Affiliates or Sublicensees. Within thirty (30) days after initiation of arbitration, each party shall select one (1) person to act as arbitrator and the relevant time two (2) party-selected arbitrators shall select a third (3rd) arbitrator within thirty (30) days of their appointment. The two (2) party-selected arbitrators will not be informed which party selected him or her. If the “Rules”arbitrators selected by the parties are unable or fail to agree upon the third (3rd) and as may arbitrator, the third (3rd) arbitrator shall be amended appointed by this Section 10(b)the AAA. The place of arbitration shall be Hong KongWilmington, Delaware (except that hearings may be held in such other places or by videoconference as the parties may mutually agree or the arbitrators may order), and all proceedings and communications shall be in English. The official language Within thirty (30) days after selection of the arbitration third (3rd) arbitrator, the arbitrators shall be English conduct the proceeding. In addressing any of the subjects within the scope of the proceeding, the arbitrators shall take into account both the desirability of making discovery efficient and cost-effective and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman needs of the arbitration tribunal. In parties for an understanding of any legitimate issue raised in the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damagesarbitration. The award rendered by the arbitrators shall be final, binding and non-appealable, and judgment may be entered upon it in any court of competent jurisdiction. (d) Either party may apply to the arbitrators for interim injunctive relief until the arbitration tribunal award is rendered or the controversy is otherwise resolved. The prevailing party shall be final and binding upon the disputing parties. Any party entitled to an award of all costs, fees and expenses reasonably incurred in the successful prosecution or defense of any claim. (e) Except to the extent necessary to confirm or enforce an award or as may apply be required by applicable Law, neither party nor any arbitrator may disclose the existence, content, or results of any arbitration without the prior written consent of the other party. In no event shall any arbitration be initiated after the date when commencement of a legal or equitable proceeding based on the Dispute would be barred by the applicable statute of limitations in the State of Delaware. (f) Nothing contained in this Agreement shall deny either party the right to seek injunctive or other equitable relief from a court of competent jurisdiction in the context of a bona fide emergency or prospective irreparable harm, and such an action may be filed and maintained notwithstanding any ongoing discussions between the parties or any ongoing arbitration proceeding. In addition, either party may bring an action in any court of competent jurisdiction for enforcement of to resolve any Excluded Claim, and no such award andExcluded Claim shall be subject to arbitration pursuant to Section 7.5(b), for purposes Section 7.5(c) or Section 7.5(d), and any action brought by either party pursuant to this Section 7.5(f) to resolve or adjudicate any Excluded Claim shall be venued exclusively in the state or federal courts of the enforcement State of such award, the parties Delaware and each party expressly and irrevocably consents and unconditionally submit submits to the jurisdiction of such courts having appropriate jurisdiction in connection with any court such legal proceeding. In addition, each party expressly and irrevocably waives any objection to the convenience of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

Governing Law; Dispute Resolution. (a) This Limited Guarantee The interpretation and application of this Employment shall be interpreted, construed and governed by and in accordance with the Laws laws of the State of New York without regard to the conflicts principles of law principles thereof that would subject such matter to the Laws conflict of another jurisdiction laws, other than laws which violate a fundamental public policy of the State state of New York. (b) Any disputesemploy, actions and proceedings against in which case such state’s laws shall govern with regard to such policies. Except for claims requesting injunctive relief, any party dispute or claim arising out of of, in connection with, or in any way relating to this Limited Guarantee Agreement (including without limitation its subject matter, interpretation, or formation) or to Executive’s employment or relationship with the Company shall be submitted resolved by binding arbitration to be held in or around Farmingdale, New York, before three (3) arbitrators selected by the Hong Kong International American Arbitration Centre (the “HKIAC”) and resolved Association, conducted in accordance with the then-prevailing Employment Arbitration Rules and Mediation Procedures of HKIAC in force at the relevant time American Arbitration Association. A copy of these rules can be accessed through the American Arbitration Association’s website (the “Rules”) and as may be amended by this Section 10(bxxx.xxx.xxx). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator arbitrators’ decision will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon in accordance with the disputing parties. Any party to an award Federal Arbitration Act and may apply to be enforced in any court of competent jurisdiction for enforcement of such award and, for purposes jurisdiction. The arbitrators will not have the right to modify or change any of the enforcement terms of such awardthis Employment Agreement. The arbitrators, and not any court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Employment Agreement including any claim that all or any part of this Agreement is void or voidable. The parties agree that the arbitrators may provide all appropriate remedies at law and equity and will have the power to summarily adjudicate claims and/or enter summary judgment in appropriate cases. In any arbitration proceeding conducted pursuant to this paragraph, the parties irrevocably shall have the right to discovery, to call witnesses, and unconditionally submit to cross-examine the other party’s witnesses. The arbitrator shall render a final decision in writing, setting forth the reasons for the arbitration award. Both parties are bound by this agreement to arbitrate, but it does not include disputes, controversies or differences which may not by law be arbitrated. The parties agree that the arbitration proceedings described in this Section are to be treated as confidential, and that the parties will act to protect the confidentiality of the documents, facts, and proceedings related to the jurisdiction of any court of competent jurisdiction arbitration. THE PARTIES WAIVE THEIR RIGHT TO HAVE ANY SUCH DISPUTE, CLAIM OR CONTROVERSY DECIDED BY A JUDGE OR JURY IN A COURT. THE PARTIES ALSO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR COLLECTIVE PROCEEDING. THE PARTIES ALSO AGREE THAT EACH MAY NOT BRING CLAIMS AGAINST THE OTHER IN ANY PURPORTED REPRESENTATIVE ACTION, EXCEPT TO THE EXTENT THIS STATEMENT IS UNENFORCEABLE UNDER THE LAW. All American Arbitration Association filing fees, administrative costs, and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. arbitrator fees (cas well as other related fees) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed shall be paid by the Laws Company, with the exception of fees that would be paid by the State Executive should the dispute be settled in a Court of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any wayLaw.

Governing Law; Dispute Resolution. (ai) This Limited Guarantee Excepting only actions and claims relating to actions commenced by a third party against Focal or Ethicon (including, without limitation, actions for injuries caused by a Product, or in respect to a patent infringement claim), any controversy or claim arising out of or relating to this Agreement, or the parties' decision to enter into this Agreement, or the breach thereof, shall be interpreted, construed and governed settled by and arbitration in accordance with the Laws arbitration rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. (ii) The arbitration shall be held before a panel of three (3) arbitrators, one each being selected by Focal and Ethicon, and the third being selected by such two arbitrators. Arbitration shall be in the Borough of Manhattan, New York City, New York, and the arbitrators shall apply the substantive law of the State of New York without regard to the conflicts of law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New YorkJersey. (biii) Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee It shall be submitted the duty of the arbitrators to set dates for preparation and hearing of any dispute and to expedite the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules resolution of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b)such dispute. The place arbitrators shall permit and facilitate discovery, taking into account the needs of arbitration shall be Hong Kongthe parties and the desirability of making discovery expeditious and cost-effective. The official language of arbitrators will set a discovery schedule with which the arbitration shall be English parties will comply and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”)attend depositions if requested by either party. The claimant(s)arbitrators will entertain such presentation of sworn testimony or evidence, irrespective of numberwritten briefs and/or oral argument as the parties may wish to present; however, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator no testimony or exhibits will be nominated jointly by admissible unless the first two Arbitrators adverse party was afforded an opportunity to examine such witness and shall serve as chairman of to inspect and copy such exhibits during the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIACpre-hearing discovery phase. The arbitration tribunal arbitrators shall among his other powers and authorities, have no the power and authority to award punitive interim or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forumpreliminary relief. (civ) Notwithstanding The arbitrators shall not award either party punitive damages and the foregoingparties shall be deemed to have waived any right to such damages. A qualified court reporter will record and transcribe the proceedings. The decision of the arbitrators will be in writing and judgment upon the award by the arbitrators may be entered into any court having jurisdiction thereof. Prompt handling and disposal of the issue is important. Accordingly, the parties hereto consent arbitrators are instructed to assume adequate managerial initiative and agree that in addition control over discovery and other aspects of the proceeding to any recourse to schedule discovery and other activities for substantially continuous work, thereby expediting the arbitration as set out much as is deemed reasonable to him, but in Section 10(b), any party may, all events to the extent permitted under the Laws effect a final award within 365 days of the jurisdiction where application is made, seek an interim injunction from a court arbitrators' selection or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed appointment and within 20 days of the close of evidence. (v) The proceedings shall be confidential and the arbitrators shall issue appropriate protective orders to safeguard both parties' confidential information. The fees of the arbitrators shall be paid by the Laws of losing party which shall be designated by the State of New Yorkarbitrators. If the arbitrators are unable to designate a losing party, a court or authority hearing an application for injunctive relief may apply they shall so state and the procedural Law of fees shall be split equally between the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any wayparties.

Governing Law; Dispute Resolution. (a) 6.1 This Limited Guarantee letter and any non-contractual obligations arising out of or in connection with it shall be interpreted, construed and governed by and construed in accordance with the Laws laws of the State of New York Hong Kong (without regard giving effect to the conflicts any choice of law principles thereof that would subject such matter to cause the Laws application of the laws of another jurisdiction other than the State of New Yorkjurisdiction). (b) 6.2 Any disputesdispute, actions and proceedings against any party controversy, difference or claim arising out of or in any way relating to this Limited Guarantee letter (including the existence, interpretation, performance, breach, termination, or validity thereof or any dispute regarding pre-contractual, contractual or non-contractual obligations arising out of or relating to it) (each, a “Dispute”) shall be submitted resolved through consultation between the parties. If no resolution is reached within thirty (30) days from the date of notification by party to the other parties of the Dispute, then such Dispute shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the its Arbitration Rules of HKIAC in force at the relevant time (the “HKIAC Rules”) and as may be amended by this Section 10(b)in force when the notice of arbitration is submitted. The place seat of the arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration arbitral tribunal shall consist of three (3) arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by in accordance with the HKIACHKIAC Rules. The arbitration tribunal proceedings shall have no authority to award punitive be conducted, and all written decisions or other punitive-type damagescorrespondence shall be, in English. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) 6.3 Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b)6.2, any party may, to the extent permitted under the Laws rules and procedures of the jurisdiction where application is madeHKIAC, seek an interim injunction from a court or other authority with competent jurisdiction andform of relief from the HKIAC as provided for in the HKIAC Rules. Such application shall also be governed by, notwithstanding and construed in accordance with, the laws of Hong Kong (without giving effect to any choice of law principles thereof that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict would cause the application of Section 10(b) in any waythe laws of another jurisdiction).

Governing Law; Dispute Resolution. (a) This Limited Guarantee shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts conflict of law Law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New York. (b) jurisdiction. Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC (the “Rules”) in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b)13. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (cb) Notwithstanding the foregoing, the parties hereto hereby consent to and agree that in addition to any recourse to arbitration as set out in this Section 10(b)13, any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement Limited Guarantee is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c13(b) is only applicable to the seeking of interim injunctions and does not otherwise restrict the application of Section 10(b13(a) in any way.

Governing Law; Dispute Resolution. (a) This Subject to Section 13(b), this Limited Guarantee and all disputes or controversies arising out of or relating to this Limited Guarantee or the transactions contemplated hereby shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts conflict of law Law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New York. (b) jurisdiction. Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC (the “Rules”) in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b)13. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third (3rd) Arbitrator will be nominated jointly by the first two (2) Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two (2) Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third (3rd) Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (cb) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in this Section 10(b)13, any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement Limited Guarantee is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c13(b) is only applicable to the seeking of interim injunctions and does not otherwise restrict the application of Section 10(b13(a) in any way.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof that would subject such matter thereof. Notwithstanding the foregoing, if any provision of this Agreement with specific reference to the Laws of another jurisdiction other than the Cayman Islands shall be subject to the Laws of the Cayman Islands, including the duties of the board of directors, internal corporate affairs of the Merger Sub and the Company, the Merger and the exercise of dissenter’s right with respect to the Merger, the Laws of the Cayman Islands shall supersede the Laws of the State of New YorkYork with respect to such provision. (b) Any disputesdispute, actions and proceedings against any party controversy or claim arising out of or in any way relating to this Limited Guarantee Agreement or its subject matter (including a dispute regarding the existence, validity, formation, effect, interpretation, performance or termination of this Agreement) (each, a “Dispute”) shall be submitted to finally settled by arbitration. The place of arbitration shall be Hong Kong, and the arbitration shall be administered by the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules of the HKIAC in force at the relevant time date of commencement of the arbitration (the “HKIAC Rules”) and as may be amended by this Section 10(b). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(sarbitration shall be decided by a tribunal of three (3) arbitrators, who shall be qualified to practice law in the State of New York, the United States of America. Each party to the Dispute shall select one arbitrator, and the HKIAC Council shall select the third arbitrator, whose appointment shall be in accordance with the HKIAC Rules. Arbitration proceedings (including but not limited to any arbitral award rendered) shall be in English. Subject to the agreement of the tribunal, any Dispute(s) which arise subsequent to the commencement of arbitration of any existing Dispute(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly resolved by the first two Arbitrators and shall serve as chairman of tribunal already appointed to hear the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damagesexisting Dispute(s). The award of the arbitration tribunal shall be final and conclusive and binding upon the disputing partiesparties as from the date rendered. Any party to an Judgment upon any award may apply to be entered and enforced in any court having jurisdiction over a party or any of competent jurisdiction for enforcement of such award and, for purposes its assets. For the purpose of the enforcement of such an award, the parties irrevocably and unconditionally submit to the jurisdiction of any competent court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding . In any action at law or suit in equity to enforce this Agreement or the foregoingrights of any of the parties hereunder, the parties hereto consent prevailing party in such action or suit shall be entitled to receive a reasonable sum for its attorneys’ fees and agree that all other reasonable costs and expenses incurred in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court such action or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any waysuit.

Governing Law; Dispute Resolution. (ai) This Limited Guarantee Notwithstanding the place where this Agreement may be executed by any of the parties hereto, the parties expressly agree that all terms and conditions of this Agreement shall be interpreted, construed and governed by and construed in accordance with the Laws laws of the State of New York without regard giving effect to the conflicts of law laws principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New Yorkthereof. (bii) Any disputes, actions and proceedings against any party Except for obtaining a temporary restraining order or arising out of or in any way relating to this Limited Guarantee shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved an injunction in accordance with Section 11(f)(vii) below, any claim or controversy regarding the meaning of the terms of this Agreement or any breach hereunder shall be finally settled by binding arbitration under the Commercial Arbitration Rules of HKIAC in force at the relevant time American Arbitration Association, except as modified herein (the “Rules”) and as may be amended by this Section 10(b). The place of Any such arbitration shall be Hong Kongconducted in or such other site as is mutually agreed upon by Manager and the Practice. (iii) If the parties are unable to resolve a dispute after ninety (90) days of efforts, Manager, on one hand, and the Practice, on the other hand, shall, within ten (10) days of such ninety (90)-day period, each select one arbitrator in accordance with the Rules. The official language two named arbitrators shall then select a third arbitrator within fifteen (15) days of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman selection of the arbitration tribunalsecond arbitrator. In If the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree named arbitrators have not agreed on the joint nomination of an Arbitrator or the third Arbitrator arbitrator within the time limits specified above, then such appointment shall be made by the Rules, American Arbitration Association in accordance with the Rules upon the written request of Manager or the Practice within fifteen (15) days of such Arbitrator shall be appointed promptly by the HKIACrequest. The arbitration hearing shall be held, if possible, within ninety (90) days of the appointment of the third arbitrator, and the award shall be issued, if possible, within thirty (30) days after the close of the hearing. (iv) Any decision or award of the arbitrators shall be based solely on the terms of this Agreement, applicable law, and the facts presented by the parties. The parties hereby waive any rights of application or appeal to any court or tribunal of competent jurisdiction (including without limitation the courts of the United States and the State of ) to the fullest extent permitted by law in connection with any question of law arising in the course of the arbitration or with respect to any award made. Notwithstanding the foregoing, 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 enforcement of any award. Without prejudice to such provisional remedies as may be available under the jurisdiction of a court, the arbitrators shall have no 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 punitive damages for the failure of any party to respect the arbitrators’ order to that effect. (v) The decision or other punitive-type damagesaward of the arbitrators shall be the sole and exclusive remedy between the parties regarding any and all issues presented to the arbitrator. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an , and judgment upon any award may apply to be entered in any court in the State of or any other court of competent subject matter jurisdiction for enforcement having jurisdiction thereof. Each party hereby irrevocably consents to the personal jurisdiction of such award andthe courts in the State of , solely for purposes of the confirmation of, entry of judgment upon, and enforcement of such the arbitral award, the parties . Each party further hereby irrevocably waives and unconditionally submit covenants not to the jurisdiction of any court of competent jurisdiction and waive assert any defenses to in any such enforcement proceeding based on lack any alleged defects in jurisdiction, venue, or convenience of personal jurisdiction or inconvenient the forum. (cvi) Notwithstanding Each party will, upon the foregoingwritten request of another party, provide the other with copies of specific documents relevant to the issues raised by any claim or counterclaim. Any dispute regarding discovery shall be determined by the arbitrator, whose determination shall be binding. (vii) The parties hereto consent shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and agree that to enforce specifically the terms and provisions hereof in any court having jurisdiction, this being in addition to any recourse other remedy to arbitration as set out which they are entitled at law or in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any wayequity.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement shall be interpreted, construed and governed by and construed in accordance with the Laws laws of the State of New York California, without regard reference to the conflicts California’s conflict of law principles thereof principles; provided, however, that would subject such matter to this Section 8.4 shall be governed by and interpreted in accordance with the Laws Federal Arbitration Act of another jurisdiction other than the State of New York. (b) United States, 9 U.S.C. §§ 1 et seq. Any disputesdispute, actions and proceedings against any party claim, controversy or difference regarding the interpretation or validity or performance of, or otherwise arising out of or in any way relating to to, this Limited Guarantee Agreement (“Dispute”), shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) finally and resolved conclusively decided by binding arbitration in accordance with the Arbitration Rules of HKIAC in force at Arbitration of the relevant time International Chamber of Commerce (the “RulesICC”) and as may be amended by this Section 10(b)an Arbitral Tribunal consisting of three arbitrators appointed in accordance with those Rules. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”)Mandarin Chinese. The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; venue for the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman hearings of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIACHong Kong. The arbitration tribunal parties shall bear in equal shares any fees and expenses of the Arbitral Tribunal and of the ICC; provided that the Arbitral Tribunal shall have no the authority to award punitive or other punitive-type damages. The award award, as part of the Arbitral Tribunal’s decision, to the prevailing party its costs and expenses of the arbitration tribunal proceeding, including reasonable attorneys’ and experts’ fees. The Arbitral Tribunal shall render its award based on the explicit terms of this Agreement; and in instances where it is silent, on the basis of strict principles consistent with the terms of the Agreement. The Arbitral Tribunal shall be final bound by strict rules of law in making its decision, and may not pronounce judgment on equitable principles or the basis of ex aqueo et bxxx. The Arbitral Tribunal shall have the authority to include in its award a decision binding upon the disputing partiesparties enjoining them to take or refrain from taking specific action with respect to the Dispute or declaring their rights, responsibilities and liabilities as to the Dispute. Any party to an The Arbitral Tribunal shall state the reasons for its decision in writing in the award it issues. Judgment on the award rendered by the Arbitral Tribunal may apply to be entered by any court having jurisdiction. Each of competent the parties hereby irrevocably submits to the personal jurisdiction for enforcement of, and irrevocably waives objection to the laying of such award andvenue (including a waiver of any argument of forum non conveniens or other principles of like effect) in, the state and federal courts located in San Francisco, California, USA and/or the courts of Hong Kong, for the purposes of any action commenced in aid of an arbitration hereunder, or for entry of judgment upon the enforcement Arbitral Tribunal’s award. Each of such award, the parties irrevocably consents that all service of process may be made by delivery of the summons and unconditionally submit complaint by certified or registered mail, return receipt requested, or by messenger, directed to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as it at its address for notices set out forth in Section 10(b)8.7 hereof, any party may, and that service so made shall be deemed to the extent permitted under the Laws have been made as of the jurisdiction where application is madedate of the receipt indicated in the certification, seek an interim injunction from a court signed and returned postal receipt, or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws proof of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only service applicable to the seeking method of interim injunctions and does not restrict the application of Section 10(b) in any wayservice employed.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement shall be interpretedgoverned by, and construed and governed by and 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 regard to the conflicts conflict of law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New Yorkprinciples. (b) Any disputes, actions and proceedings against any party or dispute arising out of of, or in connection with this Agreement or any way relating to transactions contemplated hereby or thereby, including any question regarding the existence, validity, interpretation, breach or termination of this Limited Guarantee Agreement (a “Dispute”), shall be submitted referred, upon written notice (a “Dispute Notice”) given by one party to the Hong Kong International Arbitration Centre other parties, to a senior executive from each party. The senior executives shall seek to resolve the Dispute on an amicable basis within thirty (30) days of the “HKIAC”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 accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and effect, as may be amended by this Section 10(b)15.11, which LCIA Rules are deemed to be incorporated by reference into this Section 15.11. The place seat, or legal place, of the arbitration shall be Hong KongLondon, England. The official language of the arbitration shall be English English. The number of arbitrators shall be three. Each party shall nominate one arbitrator and the arbitration tribunal two arbitrators nominated by the parties shall, within thirty (30) days of the appointment of the second arbitrator, agree upon and nominate a third arbitrator who shall consist act as Chairman of three arbitrators the Tribunal. If no agreement is reached within thirty (each30) days, an “Arbitrator”)the LCIA Court shall appoint a third arbitrator to act as Chairman of the Tribunal. The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman Chairman of the arbitration tribunalpanel 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 the claimant(s) or respondent(s) that a sole claimant or the first two Arbitrators shall fail claimant parties, on the one side, or a sole respondent or the respondent parties, on the other side, fails to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rulesits/their arbitrator, such Arbitrator arbitrator shall be appointed promptly by the HKIACLCIA Court. The arbitration tribunal shall have no authority to Any award punitive or other punitive-type damages. The award of issued by the arbitration tribunal arbitrators shall be final and binding upon the disputing parties, and, subject to this Section 15.11, may be entered and enforced in any court of competent jurisdiction by any of the parties. Any 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 do so shall be a court of [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been granted with respect to the omitted portions. 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 award may 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 enforcement interim or conservatory measures, including, without limitation, to compel arbitration (an “Interim Relief Proceeding”). Furthermore, the parties agree that, after the formation of such award 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, for purposes of England with respect to the enforcement of any arbitral award rendered in accordance with this Section 15.11; and, with respect to any such awardsuit, the parties irrevocably and unconditionally submit action or proceeding, waives any objection that it may have to the jurisdiction courts of any court England located in London, England on the grounds of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the 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, as the case may be (and judgment on any such award may be entered in accordance with the provisions set forth in this Section 10(c15.11). (d) 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 Law Debenture Corporate Services Limited or their registered offices for the time being and by giving notice in accordance with Section 15.4. If Law Debenture Corporate Services Limited is only applicable 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 party shall be entitled to appoint such a person by written notice to the seeking other party. Nothing in this paragraph shall affect the right of interim injunctions and does not restrict the application of Section 10(b) parties to serve process in any wayother manner permitted by law.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement and the rights and obligations of the Parties under it shall be interpreted, construed and governed by and in accordance with the Laws laws of the State of New York York, without regard to the conflicts of law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New York. (b) thereof. Any disputes, actions and proceedings against any party or dispute arising out of or in connection with this Agreement, including any way relating to this Limited Guarantee question regarding its existence, validity or termination and the Parties’ rights and obligations hereunder (each, a “Dispute”) shall be submitted referred to and finally resolved by arbitration (the “Arbitration”) in the following manner: a) The Arbitration shall be administered by the Hong Kong International Arbitration Centre (the “HKIAC”); b) and resolved in accordance with The Arbitration shall be procedurally governed by the HKIAC Administered Arbitration Rules of HKIAC as in force at the relevant time date on which the claimant Party notifies the respondent Party in writing (the such notice, a “RulesNotice of Arbitration”) of its intent to pursue Arbitration, which are deemed to be incorporated by reference and as may be amended by this Section 10(b). 4.06; c) The place seat and venue of arbitration the Arbitration shall be Hong Kong. The official Kong and the language of the arbitration Arbitration shall be English and the arbitration tribunal English; d) A Dispute subject to Arbitration shall consist be determined by a panel of three (3) arbitrators (each, an the “ArbitratorTribunal”). The claimant(s), irrespective of number, One (1) arbitrator shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators claimant Party and one (1) arbitrator shall be nominated by the respondent Party. The third arbitrator shall be jointly nominated by the claimant Party’s and respondent Party’s respectively nominated arbitrators and shall serve act as chairman the presiding arbitrator. If the claimant Party or the respondent Party fails to nominate its arbitrator within thirty (30) days from the date of receipt of the arbitration tribunal. In Notice of Arbitration by the event the claimant(s) or respondent(s) respondent Party or the first two Arbitrators shall claimant Party’s and the respondent Party’s nominated arbitrators fail to jointly nominate or agree on the joint presiding arbitrator within thirty (30) days of the nomination of the respondent Party-nominated arbitrator, either Party to the Dispute may request the Chairperson of the HKIAC to appoint such arbitrator; and e) The Parties agree that all documents and evidence submitted in the Arbitration (including any statements of case and any interim or final award, as well as the fact that an Arbitrator or arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIACParties otherwise agree in writing. The arbitration tribunal shall have no authority to arbitral award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forumParties. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

Governing Law; Dispute Resolution. (a) This Limited Guarantee The interpretation and application of this Employment shall be interpreted, construed and governed by and in accordance with the Laws laws of the State of New York without regard to the conflicts principles of law principles thereof that would subject such matter to the Laws conflict of another jurisdiction laws, other than laws which violate a fundamental public policy of the State state of New York. (b) Any disputesemploy, actions and proceedings against in which case such state’s laws shall govern with regard to such policies. Except for claims requesting injunctive relief, any party dispute or claim arising out of of, in connection with, or in any way relating to this Limited Guarantee Agreement (including without limitation its subject matter, interpretation, or formation) or to Executive’s employment or relationship with the Company shall be submitted resolved by binding arbitration to be held in or around Farmingdale, New York, before three (3) arbitrators selected by the Hong Kong International American Arbitration Centre (the “HKIAC”) and resolved Association, conducted in accordance with the then-prevailing Employment Arbitration Rules and Mediation Procedures of HKIAC in force at the relevant time American Arbitration Association. A copy of these rules can be accessed through the American Arbitration Association’s website (the “Rules”) and as may be amended by this Section 10(bxxx.xxx.xxx). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator arbitrators’ decision will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon in accordance with the disputing parties. Any party to an award Federal Arbitration Act and may apply to be enforced in any court of competent jurisdiction for enforcement of such award and, for purposes jurisdiction. The arbitrators will not have the right to modify or change any of the enforcement terms of such awardthis Employment Agreement. The arbitrators, and not any court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Employment Agreement including any claim that all or any part of this Agreement is void or voidable. The parties agree that the arbitrators may provide all appropriate remedies at law and equity and will have the power to summarily adjudicate claims and/or enter summary judgment in appropriate cases. In any arbitration proceeding conducted pursuant to this paragraph, the parties irrevocably shall have the right to discovery, to call witnesses, and unconditionally submit to cross-examine the other party’s witnesses. The arbitrator shall render a final decision in writing, setting forth the reasons for the arbitration award. Both parties are bound by this agreement to arbitrate, but it does not include disputes, controversies or differences which may not by law be arbitrated. The parties agree that the arbitration proceedings described in this Section 10 are to be treated as confidential, and that the parties will act to protect the confidentiality of the documents, facts, and proceedings related to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forumarbitration. THE PARTIES WAIVE THEIR RIGHT TO HAVE ANY SUCH DISPUTE, CLAIM OR CONTROVERSY DECIDED BY A JUDGE OR JURY IN A COURT. THE PARTIES ALSO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR COLLECTIVE PROCEEDING. THE PARTIES ALSO AGREE THAT EACH MAY NOT BRING CLAIMS AGAINST THE OTHER IN ANY PURPORTED REPRESENTATIVE ACTION, EXCEPT TO THE EXTENT THIS STATEMENT IS UNENFORCEABLE UNDER THE LAW. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof or of any other jurisdiction that would subject such matter to the Laws of another jurisdiction, except that the following matters arising out of or relating to this Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the nonexclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the undertaking, property and liabilities of each of Merger Sub and the Company in the Surviving Company, the cancellation of the Shares (including Shares represented by ADSs), the rights provided for in Section 238 of the CICA with respect to any Dissenting Shares, the fiduciary or other than duties of the State Company Board and the directors of New YorkMerger Sub and the internal corporate affairs of the Company and Merger Sub. (b) Any Subject to Section 9.08, Section 9.09(a) and the last sentence of this Section 9.09(b), any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee Agreement shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b)9.09. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoingEACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE MERGER AND OTHER TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(bAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.09(C), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement shall be interpretedgoverned by, and construed and governed by enforced in accordance with, the laws of the Commonwealth of Massachusetts, USA, except that no conflict of laws provision shall be applied to make the laws of any other jurisdiction applicable to this Agreement. The Parties agree to perform the terms of this Agreement in good faith, and to attempt to resolve any controversy, claim or dispute arising hereunder in good faith and solely in accordance with this Section 19.04. If either Party believes that a dispute has arisen under this Agreement that has not been satisfactorily resolved by the Laws Steering Committee after at least 30 days of discussion shall so notify the State other Party. Upon such notification, the Chief Executive Officers of New York without regard both Parties shall then attempt to resolve the conflicts dispute in good faith for a period of law principles thereof that would subject an additional 60 days. If the dispute is not resolved as a result of such matter to the Laws of another jurisdiction other than the State of New York. (b) Any disputesdiscussions, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee it shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved binding arbitration in Boston, Massachusetts, U.S.A. to be conducted in accordance with the Arbitration Rules of HKIAC the American Arbitration Association ("AAA"); provided however, that nothing in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b)19.04 shall be construed to preclude either Party from seeking provisional remedies, including, but not limited to, temporary restraining orders and preliminary injunctions, from any court of competent jurisdiction, in order to protect its rights pending arbitration, but such preliminary relief shall not be sought as a means of avoiding arbitration. Any arbitration hereunder shall be submitted to an arbitration tribunal made up of three (3) members experienced in or knowledgeable of the biotechnology and pharmaceutical industries, one of whom shall be selected by Nycomed, one of whom shall be selected by Acusphere, and one of whom shall be selected by the other two arbitrators. All arbitration proceedings shall be conducted in English. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) order or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal arbitrators shall be final and binding upon the disputing parties. Any party to an award may apply to be enforced in any court of competent jurisdiction in the Territory or the United States. The prevailing Party in any legal or arbitration action brought by one Party against the other shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for enforcement its expenses incurred thereby, including court costs and reasonable attorneys' fees. The Parties shall have the right of such award andlimited prehearing discovery, for purposes including (i) exchange of witness lists, (ii) exchange of documentary evidence and reasonably related documents, (iii) written interrogatories, and (iv) subject to the reasonable discretion of the enforcement arbitrators and upon good cause shown depositions under oath of such awardany witnesses who are to be called to testify at the arbitration hearing. As soon as the discovery is concluded, the parties irrevocably and unconditionally submit to arbitrators shall hold a hearing in accordance with the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) aforesaid AAA rules. Notwithstanding the foregoing, any dispute regarding any intellectual property rights, or the parties hereto consent to and agree that confidentiality obligations contained in addition to any recourse Article XI hereof shall not be subject to arbitration as set out in Section 10(b)forth herein, any party may, except to the extent permitted that such dispute relates to Acusphere's compliance with its obligations under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any wayIntellectual Property Strategy.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement shall be interpreted, construed and governed in all respects by and in accordance with construed under the Laws of the State laws of New York York, without regard to the principles of conflicts of law principles thereof that would subject such matter result in the application of the laws of another jurisdiction, except that issues relating to the Laws of another jurisdiction other than arbitration clause shall be governed by the State of New YorkFederal Arbitration Act (Chapters 1 and 2). (b) Any disputes, actions and proceedings against any party or All disputes arising out of or in connection with this Agreement shall to the extent possible be settled amicably by negotiation between the parties within 30 days from the date of written notice by any way party of the existence of such dispute, and failing such amicable settlement, any dispute arising out of or relating to this Limited Guarantee Agreement, including any question regarding its existence, validity or termination, shall be submitted to settled by arbitration administered by the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved AAA in accordance with the its International Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b). The place of arbitration shall be Hong KongNew York, New York. The official language of the arbitration shall be English and the arbitration tribunal English. There shall consist of three arbitrators be one arbitrator. If thirty (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and 30) days after a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman claimant’s submission of the arbitration tribunal. In notice of arbitration, the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or parties cannot mutually agree on the joint nomination selection of an Arbitrator or arbitrator, then the third Arbitrator within AAA shall appoint the time limits specified arbitrator. Any award(s) entered by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal arbitrator shall be final and binding upon on the disputing parties. Any , and each party hereby waives to an award the fullest extent permitted by law any right it may apply otherwise have under the laws of any jurisdiction to any court form of competent jurisdiction for enforcement of such award and, for purposes of appeal or collateral attack. Judgment upon any award(s) rendered by the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of arbitrator may be entered in any court of competent having jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forumthereof. (c) Notwithstanding EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.2(c). (d) Except as may be required by law, no party nor its representatives nor a witness nor an arbitrator may disclose the foregoingexistence, content, or results of any arbitration hereunder without the prior written consent of all parties to the arbitration. (e) Each of the parties hereto consent to acknowledges and agree agrees that irreparable harm would occur in addition to the event that any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is madeagreements and provisions of this Agreement were not performed fully by the parties hereto in accordance with their specific terms or conditions or were otherwise breached, seek and that money damages are an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding inadequate remedy for breach of this Agreement because of the difficulty of ascertaining and quantifying the amount of damage that will be suffered by the parties hereto in the event that this Agreement is governed not performed in accordance with its terms or conditions or is otherwise breached. Accordingly nothing in this Agreement shall prevent any party from seeking provisional measures 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. Each party hereto specifically waives any claim or defense that there is an adequate remedy at law for any breach. After the arbitrator is appointed, the arbitrator shall have sole jurisdiction to consider applications for provisional measures or other equitable relief, and any relief ordered by the Laws arbitrator may be specifically enforced by any court of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any waycompetent jurisdiction.

Governing Law; Dispute Resolution. (a) This Limited Guarantee The rights and obligations of the Licensed Parties under this Agreement shall be governed, and shall be interpreted, construed construed, and governed enforced, in all respects by and in accordance with the Laws Law of the State of New York Delaware without regard giving effect to the conflicts any conflict of law principles thereof Law rule that would subject such matter to result in the Laws application of another the Law of any jurisdiction other than the internal Law of the State of New YorkDelaware to the rights and duties of the Parties. (b) Any disputes, actions If Danisco and proceedings against any party or Licensed Party are unable to resolve any dispute between them arising out of this Agreement, either Danisco or in any way Licensed Party, by written notice to the other, may have such dispute referred to the President of DuPont Industrial Biosciences and the Chief Executive Officer of Dyadic or any other Licensed Party, for attempted resolution by good faith negotiations within fifteen (15) days after such notice is received. (c) If Danisco and Dyadic or the relevant other Licensed Party do not agree upon a resolution of the dispute, Danisco and the Licensed Parties agree that any dispute that remains unresolved rising out of or relating to this Limited Guarantee Agreement, including the breach, termination or validity thereof, shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and finally resolved by arbitration in accordance with the International Institute for Conflict Prevention and Resolution (“CPR”) Rules for Administered Arbitration Rules of HKIAC in force at the relevant time (the “Administered Rules” or “Rules”) by three arbitrators, of whom each party to the dispute shall designate one, with the third arbitrator to be designated by the two party-appointed arbitrators. The arbitration shall be governed by the Federal Arbitration Act, 9 USC §§ 1 et seq., and as judgment upon the award rendered by the arbitrators may be amended entered by this Section 10(b)any court having jurisdiction thereof. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English New York, New York and shall be conducted in accordance with the requirements of CPR’s Appeal Procedure. An appeal may be taken under the CPR Arbitration Appeal Procedure from any final award of an arbitral panel in any arbitration arising out of or related to this agreement that is conducted in accordance with the requirements of such Appeal Procedure. Unless otherwise agreed by the parties and the arbitration tribunal appeal tribunal, the appeal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; be conducted at the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman place of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forumoriginal arbitration. (cd) Notwithstanding Danisco and the foregoing, the parties hereto consent to and Licensed Parties agree that in addition money damages alone will be inadequate to compensate for any recourse to arbitration as set out in Section 10(b), any party may, breach of this Agreement and that injunctive relief will be awarded to the extent permitted under the Laws necessary to restrain any Licensed Party from using any Dyadic Material, Danisco Improved Strain, Dyadic Know-How, Danisco Know-How, Danisco Background Technology, Danisco Background Tool, or Services Generated Tool outside of the jurisdiction where application is made, seek an interim injunction Pharmaceutical Field or to restrain Danisco from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by violating the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application provisions of Section 10(b) in any way3.3.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement, and all matters arising directly or indirectly from this Agreement, shall be interpretedgoverned by, and construed and governed by and interpreted in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New York. (b) Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such awardwith, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws laws of the State of New York, without giving effect to the choice of law provisions thereof. Any unresolved controversy or claim arising out of or relating to this Agreement, except (i) as otherwise provided in this Agreement or (ii) with respect to which a court party seeks injunctive or authority hearing other equitable relief, shall be submitted to arbitration by one arbitrator. In connection with any arbitration conducted pursuant to this Agreement, an application for injunctive relief may apply arbitrator will be selected in accordance with the procedural Law rules of the American Arbitration Association (the “AAA”) then in effect. The arbitration proceedings shall take place in New York City, in accordance with the rules of the AAA then in effect, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction where thereof. There shall be limited discovery prior to the arbitration hearing as follows: (a) exchange of witness lists and copies of documentary evidence and documents relating to or arising out of the issues to be arbitrated, (b) depositions of all party witnesses and (c) such other depositions as may be allowed by the arbitrators upon a showing of good cause. Depositions shall be conducted in accordance with the New York Code of Civil Procedure. The arbitrator shall be required to provide in writing to the parties the basis for the award or order of such arbitrator. A court reporter shall record all hearings, with such record constituting the official transcript of such proceedings. Each party will bear its own costs in respect of any disputes arising under this Agreement. The arbitrator shall be directed to award the arbitrator’s compensation charges and the administrative fees of the AAA to the prevailing party. The parties knowingly and voluntarily agree to this arbitration provision and acknowledge that arbitration shall be instead of any civil litigation, meaning that the parties each are waiving any rights to a jury trial. Notwithstanding the foregoing, this Section 11(G) shall not preclude any party to this Agreement from pursuing court action for the sole purpose of obtaining a temporary restraining order, preliminary injunction, permanent injunction or other authority equitable relief from any court of competent jurisdiction in circumstances in which such relief is appropriate, including, but not limited to, enforcement of the Employee Covenants. Each of the parties to this Agreement consents to personal jurisdiction and venue for any equitable action sought in the United States District Court for the Southern District of New York and any state court in the State of New York that is located in determining whether to grant New York County (and in the interim injunction. For appropriate appellate courts from any of the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any wayforegoing).

Governing Law; Dispute Resolution. (a) This Limited Guarantee shall Agreement will be interpreted, construed and governed by and in accordance with the Laws laws of the State of New York Texas without regard to the conflicts conflict of law principles thereof principles. In the event of any dispute between the Issuer on the one hand, and MD Xxxxxxxx on the other (a “Dispute”), the parties agree that would subject such matter Dispute shall be first submitted for resolution for a period of ten (10) calendar days to designated senior officers of each of the parties who hold legal authority to resolve and settle such dispute. If any Dispute cannot be resolved and settled within such period, then to the Laws extent authorized by the law governing the power and authority of another jurisdiction other than each party, the State parties agree to submit such Dispute to full and binding arbitration that will be undertaken and conducted under the auspices of New Yorkthe American Arbitration Association by a panel of three (3) arbitrators pursuant to that organization’s Commercial Arbitration Rules then in effect, as modified by and subject to the following terms: (a) MD Xxxxxxxx, on the one hand, and the Issuer, on the other, will each choose one arbitrator and those two arbitrators will select the third arbitrator. (b) Any disputes, actions The fees and proceedings against any party or arising out expenses of or in any way relating to this Limited Guarantee the arbitrators shall be submitted borne in equal shares by the parties. (c) Each party shall bear the fees and expenses of its legal representation in the arbitration. (d) The arbitral tribunal shall not reallocate either the fees and expenses of the arbitrators or of the parties’ legal representation. (e) The arbitration shall be held in Nashville, Tennessee, USA which shall be the seat of the arbitration. (f) The arbitrators may not award, and no party may seek, indirect, incidental, consequential, punitive, exemplary, special, or enhanced damages, or prejudgment interest, or attorneys’ fees or costs, nor may the arbitrators apply any multiplier to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules any award of HKIAC in force at the relevant time (the “Rules”) and actual damages, except as may be amended required by this Section 10(b). statute. (g) The place arbitrators must issue a reasoned award, setting forth the arbitrators’ findings of arbitration shall be Hong Kong. The official language fact and conclusions of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators law. (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(sh) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal arbitrators may be entered in any court of competent jurisdiction. The award rendered by the arbitrators shall be final and binding upon on the disputing parties. Any party , except that the award is subject to an limited judicial review and vacatur for the following reasons only: (i) the award may apply to was procured by corruption, fraud, or undue means, (ii) the award was tainted by evidence of partiality or corruption by any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement arbitrators, (iii) the award was tainted by misconduct by any of such awardthe arbitrators, (iv) the arbitrators exceeded their powers, and/or (v) the award evidences a manifest disregard of the law or is contrary to public policy. If the parties irrevocably and unconditionally submit are unable to the jurisdiction of resolve a Dispute through binding arbitration, then any court of competent jurisdiction and waive any defenses lawsuit pertaining to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent Dispute that is brought by one party against another must be presented to and agree that decided by a state or federal court in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws home locale of the jurisdiction where application is madedefendant party (that being Houston, seek an interim injunction from a court or other authority with competent jurisdiction andTexas for MD Xxxxxxxx and Boston, notwithstanding that this Agreement is governed by Massachusetts for the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any wayIssuer).

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement and all claims and causes of action arising in connection herewith shall be interpretedgoverned by, and construed and governed by and in accordance with with, the Laws of the State of New York Hong Kong, without regard to the Laws that may be applicable under conflicts of law laws principles thereof (whether of Hong Kong or any other jurisdiction) that would subject such matter to cause the application of the Laws of another any jurisdiction other than the State of New YorkHong Kong. (b) Any disputesdispute, actions and proceedings against any party claim, controversy or difference arising out of or in connection with this Agreement or the transactions contemplated hereby, including any way relating to this Limited Guarantee question regarding its existence, validity, interpretation, performance or termination or any dispute regarding any non-contractual obligation arising out of or in connection with it (a “Dispute”), shall be submitted to determined by arbitration administered by the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the HKIAC Administered Arbitration Rules then in effect. The award may be entered in any Court having competent jurisdiction thereof. (c) There shall be three (3) arbitrators. The Parties agree that one arbitrator shall be designated by the claimant side of HKIAC in force at the relevant time any arbitration (the “Rules”whether there are one or more claimants) and as may one arbitrator shall be amended designated by this Section 10(bthe respondent side of any arbitration (whether there are one or more respondents). Such arbitrators shall be designated within twenty (20) days of receipt by respondent (or respondents as the case may be) of the notice of arbitration; the third, presiding, arbitrator shall be designated by agreement of the two (2) party-appointed arbitrators within fourteen (14) days of the selection of the party-appointed arbitrators. (d) The seat or place of arbitration shall be Hong Kong. The official language of the arbitration shall be English English. (e) This agreement to arbitrate shall be binding upon the Parties, their successor and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”)assigns. The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal arbitrators shall have no authority to award consequential, special or punitive or other punitive-type damages. The arbitrators shall award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction prevailing party, if any, as determined by the arbitrators, its reasonable attorneys’ fees and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forumcosts. (cf) Notwithstanding Except as may be required by Law, no Party may disclose the foregoingexistence, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, content (including all submissions made to the extent permitted under arbitral tribunal and the Laws transcript of any proceedings) or any and all orders, decisions, and awards issued by the arbitral tribunal without the prior written consent of the jurisdiction where application is madeother Parties, unless necessary to protect or pursue a legal right, including the right to seek an interim injunction from a court or other authority with competent jurisdiction andannulment, notwithstanding that this Agreement recognition, and/or enforcement of any award. (g) This agreement to arbitrate is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any wayHong Kong.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Note shall be interpretedgoverned by, and construed and governed by and in accordance with with, the Laws laws of the State of New York without regard to the conflicts of law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New YorkHong Kong. (b) Any disputes, actions and proceedings against For any party dispute or claim arising out of or in any way relating to this Limited Guarantee Note, or the breach, termination or invalidity hereof (including the validity, scope and enforceability of this arbitration provision), the Company and the Holder shall first attempt to resolve such dispute or claim through good faith negotiations. If such dispute or claim cannot be resolved through negotiations within sixty (60) calendar days after a notice of complaint is delivered, such dispute or claim shall be submitted referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the HKIAC Administered Arbitration Rules of HKIAC in force at the relevant time (the “HKIAC Arbitration Rules”) in force when the Notice of Arbitration is submitted and as may be amended by the rest of this Section 10(b13. For the purpose of such arbitration, there shall be three arbitrators (the “Arbitration Tribunal”). The place seat of arbitration shall be Hong Kong. The official Kong and the language of the arbitration shall be English English. (c) The arbitrators shall decide any such dispute or claim strictly in accordance with the governing law specified in Section 13(a). Judgment upon any arbitral award rendered hereunder may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. (d) In order to preserve its rights and remedies, each of the Company and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator Holder shall be appointed promptly by entitled to seek any order for the HKIAC. The arbitration tribunal shall have no authority to award punitive preservation of property, including any interim injunctive relief, in accordance with applicable law from any court of competent jurisdiction or other punitive-type damages. The from the Arbitration Tribunal pending the final decision or award of the Arbitration Tribunal. (e) Each of the Company and the Holder irrevocably consents to the service of process, notices or other paper in connection with or in any way arising from the arbitration tribunal or the enforcement of any arbitral award, by use of any of the methods and to the addresses informed in writing to the other party. Nothing contained herein shall affect the right of the Company or the Holder to serve such processes, notices or other papers in any other manner permitted by applicable law. (f) Any award made by the Arbitration Tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes on each of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forumdispute. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement, and the rights and obligations of each and all of the Partners hereunder, shall be interpreted, construed and governed by and construed in accordance with the Laws laws of the State of New York Cayman Islands, without regard to the conflicts conflict of law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New Yorklaws rules thereof. (b) Any disputesSubject to Section 9.7(c), actions and proceedings against any party dispute, controversy, suit, action or proceeding arising out of or in any way relating to this Limited Guarantee shall Agreement will be submitted to the Hong Kong International Arbitration Centre settled exclusively by arbitration, conducted before a single arbitrator in New York County, New York (the “HKIAC”applying Cayman Islands law) and resolved in accordance with with, and pursuant to, the Arbitration Rules applicable rules of HKIAC in force at the relevant time JAMS (the “Rules”) and as may be amended by this Section 10(b). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “ArbitratorJAMS”). The claimant(s)arbitration shall be conducted on a strictly confidential basis, irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman none of the arbitration tribunal. In parties shall disclose the event existence of a claim, the claimant(s) nature of a claim, any documents, exhibits, or respondent(s) information exchanged or presented in connection with such a claim, or the first two Arbitrators shall fail result of any action, to nominate or agree on any third party, except as required by law, with the joint nomination sole exception of an Arbitrator or their legal counsel and parties engaged by that counsel to assist in the third Arbitrator within the time limits specified by the Rulesarbitration process, such Arbitrator who also shall be appointed promptly bound by the HKIACthese confidentiality terms. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award decision of the arbitration tribunal shall arbitrator will be final and binding upon the disputing partiesparties hereto. Any party to an arbitral award may apply to be entered as a judgment or order in any court of competent jurisdiction for enforcement jurisdiction. Either party may commence litigation in court to obtain injunctive relief in aid of such award andarbitration, for purposes to compel arbitration, or to confirm or vacate an award, to the extent authorized by the United States Federal Arbitration Act or the New York Arbitration Act. The party that is determined by the arbitrator not to be the prevailing party will pay all of the enforcement of such awardJAMS administrative fees, the parties irrevocably arbitrator’s fee and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to expenses. If neither party is so determined, such enforcement based on lack of personal jurisdiction or inconvenient forumfees shall be shared. Each party shall be responsible for such party’s attorneys’ fees. IF THIS AGREEMENT TO ARBITRATE IS HELD INVALID OR UNENFORCEABLE THEN, TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTNER AND THE PARTNERSHIP WAIVE AND COVENANT THAT THE PARTNER AND THE PARTNERSHIP WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER NOW OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREE THAT ANY OF THE PARTNERSHIP OR ANY OF ITS AFFILIATES OR THE PARTNER MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTNERSHIP AND ITS AFFILIATES, ON THE ONE HAND, AND THE PARTNER, ON THE OTHER HAND, IRREVOCABLY TO WAIVE THE RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN SUCH PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THAT ANY PROCEEDING PROPERLY HEARD BY A COURT UNDER THIS AGREEMENT WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY. (c) Notwithstanding Nothing in this Section 9.7 will prevent the foregoingGeneral Partner or a Limited Partner from applying to a court for preliminary or interim relief or permanent injunction in a judicial proceeding (e.g., the parties hereto consent to and agree that injunction or restraining order), in addition to and not in lieu of any recourse other remedy to arbitration as set out which it may be entitled at law or in Section 10(b)equity, any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction if such relief from a court is necessary to preserve the status quo pending resolution or to prevent serious and irreparable injury in connection with any breach or anticipated breach of any Restrictive Covenants set forth in Annex D of a Limited Partner’s Award Letter; provided, that all parties explicitly waive all rights to seek preliminary, interim, injunctive or other authority with competent relief in a judicial proceeding and all parties submit to the exclusive jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court forum described in Section 9.7(b) hereto for any dispute or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court claim concerning continuing entitlement to distributions or other authority is located payments, even if such dispute or claim involves or relates to any Restrictive Covenants set forth in determining whether to grant the interim injunctionAnnex D of a Limited Partner’s Award Letter. For the avoidance purposes of doubt, this Section 10(c) is only applicable 9.7(c), each party hereto consents to the seeking exclusive jurisdiction and venue of interim injunctions and does not restrict the application courts of Section 10(b) in any waythe Cayman Islands.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement shall be interpreted, construed and governed by and in accordance with the Laws laws of the State of New York (without regard giving effect to the conflicts principles of law principles thereof that would subject such matter to the Laws conflict of another jurisdiction other than the State of New York. (b) Any disputes, actions and proceedings against any party or laws). All disputes arising out of this Agreement or the alleged breach of it shall be resolved and adjudicated in the Federal, State or City Courts located in New York County. Each of the parties hereto hereby submits to the jurisdiction and venue of said courts and waives its rights to have disputes arising out of this Agreement adjudicated in any way relating to this Limited Guarantee other forum. Notwithstanding the foregoing, any dispute regarding whether or not Delivery has been effected shall be submitted to arbitration pursuant to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration IFTA Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunalArbitration. In the event of any dispute relating to the claimant(s) subject matter hereof, Licensor’s sole remedy shall be to pursue an action at law for money damages (or respondent(s) arbitration with respect to Delivery disputes), and Licensor agrees that Licensor shall nor seek or be entitled to enjoin the distribution, advertising or exploitation of any Picture or the first two Arbitrators exercise of any of the Right granted herein or terminate or rescind this Agreement. With respect to any breach of this Agreement (other than delivery breaches which shall fail be governed pursuant to nominate or agree Paragraph 9(b)), neither party shall be in breach of this Agreement until they have received written notice from the non-breaching party and been given a 15 business day opportunity to cure following receipt of such written notice. No failure on the joint nomination part of an Arbitrator Licensor or TWC to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the third Arbitrator within exercise of any other right. The remedies herein provided are cumulative and not exclusive or in limitation of any other right or remedy provided at Law or in equity except as otherwise provided for herein. Notwithstanding anything to the time limits specified by the Rulescontrary, such Arbitrator this Paragraph shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit subject to the jurisdiction of any court of competent jurisdiction terms and waive any defenses to such enforcement based conditions set forth on lack of personal jurisdiction or inconvenient forumSchedule 6 (attached hereto and incorporated herein by reference). (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

Governing Law; Dispute Resolution. (a) This Limited Guarantee The rights and obligations of the parties under this Agreement shall be governed, and shall be interpreted, construed construed, and governed enforced, in all respects by and in accordance with the Laws Law of the State of New York Delaware without regard giving effect to the conflicts any conflict of law principles thereof Law rule that would subject such matter to result in the Laws application of another the Law of any jurisdiction other than the internal Law of the State of New YorkDelaware to the rights and duties of the parties. (b) Any disputes, actions and proceedings against If the parties are unable to resolve any party or dispute between them arising out of this Agreement, either party, by written notice to the other, may have such dispute referred to the Chief Executive Officers of the parties, for attempted resolution by good faith negotiations within fifteen (15) days after such notice is received. (c) If parties do not agree upon a resolution of the dispute, the parties agree that any dispute that remains unresolved rising out of or in any way relating to this Limited Guarantee Agreement, including the breach, termination or validity thereof, shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and finally resolved by arbitration in accordance with the International Institute for Conflict Prevention and Resolution (“CPR”) Rules for Administered Arbitration Rules of HKIAC in force at the relevant time (the “Administered Rules” or “Rules”) by three arbitrators, of whom each party to the dispute shall designate one, with the third arbitrator to be designated by the two party-appointed arbitrators. The arbitration shall be governed by the Federal Arbitration Act, 9 USC §§ 1 et seq., and as judgment upon the award rendered by the arbitrators may be amended entered by this Section 10(b)any court having jurisdiction thereof. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English New York, New York and shall be conducted in accordance with the requirements of CPR’s Appeal Procedure. An appeal may be taken under the CPR Arbitration Appeal Procedure from any final award of an arbitral panel in any arbitration arising out of or related to this agreement that is conducted in accordance with the requirements of such Appeal Procedure. Unless otherwise agreed by the parties and the arbitration tribunal appeal tribunal, the appeal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; be conducted at the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman place of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forumoriginal arbitration. (cd) Notwithstanding the foregoing, the The parties hereto consent to and agree that in addition money damages alone will be inadequate to compensate for any recourse to arbitration as set out in Section 10(b), any party may, breach of this Agreement and that injunctive relief will be awarded to the extent permitted under the Laws necessary to restrain any party from using any Sublicense IP outside of the jurisdiction where application is made, seek an interim injunction from a court Field of Use or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by violating the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application provisions of Section 10(b) in any way9.

Governing Law; Dispute Resolution. (a) This Limited Guarantee shall Agreement must be construed, interpreted, construed and governed by and in accordance with the Laws laws of the State of New York without regard reference to rules relating to conflict of law. In case of any controversy or claim arising out of or related to this Agreement or relating to your employment (including claims relating to employment discrimination), except as expressly excluded herein, each Party agrees to give the other Party notice of an intent to seek arbitration under this Agreement and 10 days to reach a resolution. Should resolution of any controversy or claim not be reached following provision of notice and a reasonable opportunity to cure, then the dispute shall be settled by arbitration, under the American Arbitration Association’s National Rules for the Resolution of Employment Disputes (the “National Rules”). A single arbitrator shall be selected in accordance with the National Rules, and the costs of such arbitration shall be shared equally between the parties. The dispute will be arbitrated in New York, NY, absent mutual agreement of the Parties to another venue. Any claim or controversy not submitted to arbitration in accordance with this Section 9(n) (other than as provided under the Restrictive Covenants Agreement) will be waived, and thereafter no arbitrator, arbitration panel, tribunal, or court will have the power to rule or make any award on any such claim or controversy. In determining a claim or controversy under this Agreement and in making an award, the arbitrator must consider the terms and provisions of this Agreement, as well as all applicable federal, state, or local laws. The award rendered in any arbitration proceeding held under this Section 9(n) shall be final and binding and judgment upon the award may be entered in any court having jurisdiction thereof. Claims for workers’ compensation or unemployment compensation benefits are not covered by this Section 9(n). Also not covered by this Section 9(n) are claims by the Company or by you for temporary restraining orders, preliminary injunctions or permanent injunctions (“equitable relief”) in cases in which such equitable relief would be otherwise authorized by law or pursuant to the conflicts Restrictive Covenants Agreement. The Company will be responsible for paying any filing fee of law principles thereof the sponsoring organization and the fees and costs of the arbitrator; provided, however, that would subject such matter if you initiate the claim, you will contribute an amount equal to the Laws filing fee you would have incurred to initiate a claim in the court of another general jurisdiction other than in the State of New York. (b) Any disputes. Each party will pay for its own costs and attorneys’ fees, actions and proceedings against any party or arising out if any. Without limiting the provisions of or in any way relating to this Limited Guarantee shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.this

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement shall be interpretedgoverned by, and construed and governed by and in accordance with with, the Laws laws of the State of New York, without giving effect to any choice of law or other conflict of law provision or rule (whether of the State of New York without regard to the conflicts of law principles thereof or any other jurisdiction) that would subject such matter to cause the Laws application of another the laws of any jurisdiction other than the State of New York. (b) . Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee Agreement shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b‎Section 7(k) (the “HKIAC Rules”). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the HKIAC Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement, as well as non-contractual claims, shall be interpretedgoverned by, and construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New York. (b) Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such awardwith, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws laws of the State of New York, without regard to any conflicts of laws rules. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. In the event of any claim, dispute or controversy in connection with this Agreement (a "Dispute"), such Dispute shall be resolved exclusively by arbitration in accordance with Schedule C (Mandatory Arbitration) below. However, if the Dispute is not subject to arbitration (either because you opted-out of the arbitration in the manner described in Schedule C, or because a court of competent jurisdiction determined that the agreement to arbitrate does not apply to you or authority hearing an application for injunctive relief may apply the procedural Law Dispute) then the Dispute shall be subject to the exclusive jurisdiction and venue of: 11.1. If you are a resident of the United States: the competent courts located in New York County, New York, and both you and Lightricks hereby irrevocably submit to the personal jurisdiction where the court of such courts and waive any jurisdictional, improper venue, inconvenient forum, or other authority is objections to such jurisdiction and venue; or 11.2. If you are not a resident of the United States: the competent courts located in determining whether Tel Aviv- Jaffa, Israel, and both you and Lightricks hereby irrevocably submit to grant the interim injunctionpersonal jurisdiction of such courts and waive any jurisdictional, improper venue, inconvenient forum, or other objections to such jurisdiction and venue. For Regardless of any law to the avoidance contrary, any claim you may have arising under, or otherwise in connection with this Agreement, must be filed within ONE (1) YEAR after such claim arose, or else you agree that such claim will be barred forever. If you are a consumer (as defined in the law of doubtyour jurisdiction), this Section 10(c) Agreement is only applicable to not intended to, and shall not, exclude or limit any mandatory rights you may have under the seeking consumer laws of interim injunctions and does not restrict the application of Section 10(b) in any wayyour jurisdiction.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York Hong Kong, without regard to the conflicts conflict of law principles thereof that would subject such matter to result in the Laws application of another jurisdiction any law other than the State law of New YorkHong Kong. (b) Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee dispute shall be submitted to settled by arbitration in Hong Kong administered by the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Hong Kong International Arbitration Centre Administered Rules of HKIAC in force at the relevant time (the “HKIAC Rules”) then in force. There shall be three (3) arbitrators. Each of claimant and as may respondent shall appoint one (1) arbitrator and the third (3rd) arbitrator shall be amended appointed by this Section 10(b)the HKIAC Council. The place For the sake of clarity, the seat of arbitration shall be Hong Kong. (c) The arbitral proceedings shall be conducted in English. The official language To the extent that the HKIAC Rules are in conflict with the provisions of this Section 9.4, including the provisions concerning the appointment of the arbitrators, the provisions of this Section 9.4 shall prevail. (d) Each party to the arbitration shall be English and cooperate with each other party to the arbitration tribunal shall consist in making full disclosure of three arbitrators and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(se) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration arbitral tribunal shall be final and binding upon the disputing parties. Any parties thereto, and the prevailing party to an award may apply to any a court of competent jurisdiction for enforcement of such award. (f) The Parties agree that the arbitral tribunal shall have the power to award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit equitable remedies (including specific performance). Any party to the jurisdiction Dispute shall be entitled to seek interim measures of protection and emergency relief in aid of arbitration from any court of competent jurisdiction and waive any defenses jurisdiction. Application for such protective or similar emergency interim relief shall not be deemed inconsistent with the agreement to such enforcement based on lack arbitrate or deemed a waiver of personal jurisdiction or inconvenient forumthe right to arbitrate. (cg) Notwithstanding During the foregoingcourse of the arbitral tribunal’s adjudication of the Dispute, the parties hereto consent this Agreement shall continue to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, be performed except with respect to the extent permitted part in Dispute and under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any wayadjudication.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law Law principles thereof that would subject such matter to the Laws of another jurisdiction, except that the following matters arising out of or relating to this Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the nonexclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the undertaking, property and liabilities of Merger Sub in the Surviving Corporation, the cancellation of the Shares (including Shares represented by ADSs), the rights provided for in Section 238 of the CICL with respect to any Dissenting Shares, the fiduciary or other than duties of the State Company Board and the directors of New YorkMerger Sub and the internal corporate affairs of the Company and Merger Sub. (b) Any Subject to Section 9.08 and the last sentence of this Section 9.09(b), any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee Agreement shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b)9.09. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof or of any other jurisdiction that would subject such matter to the Laws of another jurisdiction, except that the following matters arising out of or relating to this Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the nonexclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the undertaking, property and liabilities of each of Merger Sub and the Company in the Surviving Company, the cancellation of the Shares (including Shares represented by ADSs), the rights provided for in Section 238 of the CICL with respect to any Dissenting Shares, the fiduciary or other than duties of the State Company Board and the directors of New YorkMerger Sub and the internal corporate affairs of the Company and Merger Sub. (b) Any Subject to Section 9.08, Section 9.09(a) and the last sentence of this Section 9.09(b), any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee Agreement shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b)9.09. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoingEACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE MERGER AND OTHER TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(bAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.09(C), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

Governing Law; Dispute Resolution. (a) This Limited Guarantee shall Agreement will be interpreted, construed and governed by and in accordance with the Laws laws of the State of New York Texas without regard to the conflicts conflict of law principles thereof principles. In the event of any dispute between the Issuer on the one hand, and MD Xxxxxxxx on the other (a “Dispute”), the Parties agree that would subject such matter Dispute shall be first submitted for resolution for a period of ten (10) calendar days to designated senior officers of each of the Parties who hold legal authority to resolve and settle such dispute. If any Dispute cannot be resolved and settled within such period, then to the Laws extent authorized by the law governing the power and authority of another jurisdiction other than each Party, the State Parties agree to submit such Dispute to full and binding arbitration that will be undertaken and conducted under the auspices of New Yorkthe American Arbitration Association by a panel of three (3) arbitrators pursuant to that organization’s Commercial Arbitration Rules then in effect, as modified by and subject to the following terms: (a) MD Xxxxxxxx and the Issuer will each choose one arbitrator and those two arbitrators will select the third arbitrator. (b) Any disputes, actions The fees and proceedings against any party or arising out expenses of or in any way relating to this Limited Guarantee the arbitrators shall be submitted borne in equal shares by the Parties. (c) Each Party shall bear the fees and expenses of its legal representation in the arbitration. (d) The arbitral tribunal shall not reallocate either the fees and expenses of the arbitrators or of the Parties’ legal representation. (e) The arbitration shall be held in Nashville, Tennessee, USA which shall be the seat of the arbitration. (f) The arbitrators may not award, and no Party may seek, indirect, incidental, consequential, punitive, exemplary, special, or enhanced damages, or prejudgment interest, or attorneys’ fees or costs, nor may the arbitrators apply any multiplier to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules any award of HKIAC in force at the relevant time (the “Rules”) and actual damages, except as may be amended required by this Section 10(b). statute. (g) The place arbitrators must issue a reasoned award, setting forth the arbitrators’ findings of arbitration shall be Hong Kong. The official language fact and conclusions of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators law. (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(sh) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal arbitrators may be entered in any court of competent jurisdiction. The award rendered by the arbitrators shall be final and binding upon on the disputing parties. Any party Parties, except that the award is subject to an limited judicial review and vacatur for the following reasons only: (i) the award may apply to was procured by corruption, fraud, or undue means, (ii) the award was tainted by evidence of partiality or corruption by any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such awardarbitrators, (iii) the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.award was tainted by

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York Hong Kong Special Administrative Region without regard to the conflicts of law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New Yorkjurisdiction. (b) Any disputes, actions and proceedings against any party or dispute arising out of or in connection with this Agreement, including any way relating to this Limited Guarantee question regarding its existence, validity or termination, shall be submitted referred to and finally resolved by arbitration in Hong Kong in accordance with the Hong Kong International Arbitration Centre Center Administered Arbitration Rules (the “HKIACHKIAC Rules”) and resolved in force when the notice of arbitration is submitted in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b). The place HKIAC Rules are deemed to be incorporated by reference to this clause. The tribunal shall be comprised of three arbitrators. the Purchaser, on one hand, and the Sellers, on the other hand, shall each nominate one arbitrator and the third, who shall serve as president of the tribunal, shall be nominated by the party-nominated arbitrators. The arbitration shall be Hong Kongconducted in English. The official language Each Party irrevocably and unconditionally consents to such arbitration as the sole and exclusive method of resolving any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, other than any proceedings to seek the arbitration shall be English and the arbitration tribunal shall consist remedies of three arbitrators specific performance as contemplated by Section 9.08. (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(sc) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration arbitral tribunal shall be final and binding upon on the disputing partiesParties. Any party to an award may apply The Parties agree that they will not have recourse to any court of competent judicial proceedings, in any jurisdiction for enforcement of such award andwhatsoever, for purposes the purpose of seeking appeal, annulment, setting aside, modification or any diminution or impairment of its terms or effect insofar as such exclusion can validly be made. Judgment upon any award rendered may be entered in any court having jurisdiction thereof, or application may be made to such court for a judicial acceptance of the enforcement award and an order of such awardenforcement, as the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forumcase may be. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

Governing Law; Dispute Resolution. a. To expedite resolution and control the cost of any dispute, controversy, or claim related to this Agreement (a"Dispute"), you and Hi-Rez agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) This Limited Guarantee shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard informally for at least thirty (30) calendar days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one party to the conflicts of law principles thereof that would subject such matter other. Hi-Rez will send its notice to your billing address and email you a copy to the Laws of another jurisdiction email address you have provided to Hi-Rez. You will send your notice to Hi-Rez Studios, Inc., 0000 Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx 00000, Attention: Legal Department, or to such other than the State of New Yorkaddress or person as Hi-Rez may hereafter direct. b. If you and Hi-Rez are unable to resolve a Dispute through informal negotiations, either you or Hi-Rez may elect to have the Dispute (bexcept those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any disputes, actions and proceedings against any election to arbitrate by one party or arising out of or in any way relating to this Limited Guarantee shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon on the disputing partiesother. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA') and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website <xxxx://xxx.xxx.xxx>. The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and Hi-Rez may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. c. You and Hi-Rez agree that any arbitration shall be limited to the Dispute between Hi- Rez and you individually. To the fullest extent permitted by law, (i) no arbitration shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. d. You and Hi-Rez agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (i) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or Hi-Rez’s intellectual property rights; (ii) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (iii) any claim for injunctive relief. e. Any arbitration shall be initiated in the County of Xxxxxx, State of Georgia, United States of America. Any party Dispute not subject to an award may apply arbitration (other than claims proceeding in any small claims court), or where no election to any arbitrate has been made, shall be decided by a court of competent jurisdiction for enforcement within the County of such award andXxxxxx, for purposes State of the enforcement Georgia, United States of such awardAmerica, the parties irrevocably and unconditionally you and Hi-Rez agree to submit to the personal jurisdiction of that court. f. Except as otherwise set forth herein, this Agreement shall be governed by, and will be construed under, the Laws of the United States of America and the laws of the State of Georgia, without regard to choice of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. For customers who purchased a license to the Software Product in, and are a resident of, Canada, Australia, Singapore, or New Zealand, other laws may apply if you choose not to agree to arbitrate as set forth above; provided, however, that such laws shall affect this Agreement only to the extent required by such jurisdiction. In such a case, this Agreement shall be interpreted to give maximum effect to the terms and conditions hereof. If you purchased your license to the Software Product in New Zealand, and are a resident of New Zealand, The New Zealand Consumer Guarantees Act of 1993 ("New Zealand Act") may apply to the Software Product and/or the Service as supplied by Hi-Rez to you. If the New Zealand Act applies, then notwithstanding any other provision in this Agreement, you may have rights or remedies as set out in the New Zealand Act which may apply in addition to, or, to the extent that they are inconsistent, instead of, the rights or remedies set out in this Agreement. Those who choose to access the Service from locations outside of the United States, Canada, Australia, Singapore, or New Zealand do so on their own initiative and are responsible for compliance with local laws if and to the extent local laws are applicable. g. You and Hi-Rez agree that if any portion of this Section 16 is found illegal or unenforceable (except any portion of Section 16(d)) that portion shall be severed and the remainder of the applicable section(s) shall be given full force and effect. If Section 16(d) is found to be illegal or unenforceable then neither you nor Hi-Rez will elect to arbitrate any Dispute falling within that portion of Section 16(d) found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the County of Xxxxxx, State of Georgia, United States of America, and waive any defenses you and Hi-Rez agree to such enforcement based on lack of submit to the personal jurisdiction or inconvenient forumof that court. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

Governing Law; Dispute Resolution. (a) This Limited Guarantee shall be interpretedAgreement and any disputes or claims arising out of, construed and relating to or in connection with its subject matter or formation (including non-contractual disputes or claims) are governed by and shall be construed in accordance with the Laws of Hong Kong Special Administration of the State PRC. Except as provided in the prior sentence, any dispute, controversy or claim (each, a “Dispute”) arising out of, relating to or in connection with this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby, or the interpretation, breach, termination, validity or invalidity hereof or thereof, shall be referred to arbitration upon the demand of New York without regard any Party to the conflicts of law principles thereof that would subject such matter Dispute with notice to the Laws of another jurisdiction other than the State of New Yorkother. (b) Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee Dispute shall be submitted to settled by arbitration in Hong Kong administered by the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Hong Kong International Arbitration Centre Administered Rules of HKIAC in force at the relevant time (the “HKIAC Rules”) then in force. There shall be three (3) arbitrators. Each of claimant and as may respondent shall appoint one (1) arbitrator and the third (3rd) arbitrator shall be amended appointed by the HKIAC Council. (c) The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 10(b). The place 13.4, including the provisions concerning the appointment of arbitration the arbitrators, the provisions of this Section 13.4 shall be Hong Kong. The official language of prevail. (d) Each Party to the arbitration shall be English and cooperate with each other Party to the arbitration tribunal shall consist in making full disclosure of three arbitrators and providing complete access to all information and documents requested by such other Party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such Party. (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(se) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration arbitral tribunal shall be final and binding upon the disputing parties. Any party to an award parties thereto, and the prevailing Party may apply to any a court of competent jurisdiction for enforcement of such award. (f) The Parties agree that the arbitral tribunal shall have the power to award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit equitable remedies (including specific performance). Any Party to the jurisdiction Dispute shall be entitled to seek interim measures of protection and emergency relief in aid of arbitration from any court of competent jurisdiction and waive any defenses jurisdiction. Application for such protective or similar emergency interim relief shall not be deemed inconsistent with the agreement to such enforcement based on lack arbitrate or deemed a waiver of personal jurisdiction or inconvenient forumthe right to arbitrate. (cg) Notwithstanding During the foregoingcourse of the arbitral tribunal’s adjudication of the Dispute, the parties hereto consent this Agreement shall continue to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, be performed except with respect to the extent permitted part in Dispute and under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any wayadjudication.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement shall be interpreted, construed and governed in all respects by and in accordance with construed under the Laws of the State laws of New York York, without regard to the principles of conflicts of law principles thereof that would subject such matter to result in the Laws application of the laws of another jurisdiction other than except that issues relating to the State of New Yorkarbitration clause shall be governed by the Federal Arbitration Act (Chapters 1 and 2). (b) Any disputes, actions and proceedings against any party or All disputes arising out of or in connection with this Agreement shall to the extent possible be settled amicably by negotiation between the parties within 30 days from the date of written notice by any way party of the existence of such dispute, and failing such amicable settlement, any dispute arising out of or relating to this Limited Guarantee Agreement, including any question regarding its existence, validity or termination, shall be submitted to settled by arbitration administered by the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved AAA in accordance with the its International Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b). The place of arbitration shall be Hong KongNew York, New York. The official language of the arbitration shall be English and the arbitration tribunal English. There shall consist of three arbitrators be one arbitrator. If thirty (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and 30) days after a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman claimant’s submission of the arbitration tribunal. In notice of arbitration, the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or parties cannot mutually agree on the joint nomination selection of an Arbitrator or arbitrator, then the third Arbitrator within AAA shall appoint the time limits specified arbitrator. Any award(s) entered by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal arbitrator shall be final and binding upon on the disputing parties. Any , and each party hereby waives to an award the fullest extent permitted by law any right it may apply otherwise have under the laws of any jurisdiction to any court form of competent jurisdiction for enforcement of such award and, for purposes of appeal or collateral attack. Judgment upon any award(s) rendered by the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of arbitrator may be entered in any court of competent having jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forumthereof. (c) Notwithstanding EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 3.2(c). (d) Except as may be required by law, no party nor its representatives nor a witness nor an arbitrator may disclose the foregoingexistence, content, or results of any arbitration hereunder without the prior written consent of all parties to the arbitration. (e) Each of the parties hereto consent to acknowledges and agree agrees that irreparable harm would occur in addition to the event that any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is madeagreements and provisions of this Agreement were not performed fully by the parties hereto in accordance with their specific terms or conditions or were otherwise breached, seek and that money damages are an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding inadequate remedy for breach of this Agreement because of the difficulty of ascertaining and quantifying the amount of damage that will be suffered by the parties hereto in the event that this Agreement is governed not performed in accordance with its terms or conditions or is otherwise breached. Accordingly nothing in this Agreement shall prevent any party from seeking provisional measures 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. Each party hereto specifically waives any claim or defense that there is an adequate remedy at law for any breach. After the arbitrator is appointed, the arbitrator shall have sole jurisdiction to consider applications for provisional measures or other equitable relief, and any relief ordered by the Laws arbitrator may be specifically enforced by any court of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any waycompetent jurisdiction.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof or of any other jurisdiction that would subject such matter to the Laws of another jurisdiction, except that the following matters arising out of or relating to this Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the British Virgin Islands in respect of which the parties hereto hereby irrevocably submit to the nonexclusive jurisdiction of the courts of the British Virgin Islands: the Merger, the vesting of the undertaking, property and liabilities of Merger Sub in the Surviving Company, the cancellation of the Shares (including Shares represented by ADSs), the rights provided for in Section 179 of the Companies Act with respect to any Dissenting Shares, the fiduciary or other than duties of the State Company Board and the directors of New YorkMerger Sub and the internal corporate affairs of the Company and Merger Sub. (b) Any Subject to Section 9.08, Section 9.09(a) and the last sentence of this Section 9.09(b), any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee Agreement shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b)9.09. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoingEACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE MERGER AND OTHER TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(bAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.09(C), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

Governing Law; Dispute Resolution. (a) This Subject to Section 13(b), this Limited Guarantee and all disputes or controversies arising out of or relating to this Limited Guarantee or the transactions contemplated hereby shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts conflict of law Law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New York. (b) jurisdiction. Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC (the “Rules”) in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b)13. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, ) shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, ) shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rulesarbitration rules of HKIAC, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (cb) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in this Section 10(b)13, any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement Limited Guarantee is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c13(b) is only applicable to the seeking of interim injunctions and does not otherwise restrict the application of Section 10(b13(a) in any way.

Governing Law; Dispute Resolution. ‌ 16.1 This Agreement shall be governed by, and construed in accordance with, the laws of Hong Kong. 16.2 Any dispute, controversy, claim, actions and proceedings arising out of, relating to or in connection with this Agreement or its subject matter (including a dispute regarding the existence, validity, formation, effect, interpretation, performance or termination of this Agreement) (a “Dispute”) shall be referred to and finally resolved by arbitration. 16.3 The arbitration shall be conducted as follows: (a) This Limited Guarantee the place of arbitration shall be interpreted, construed and governed by and in accordance with Hong Kong at the Laws of the State of New York without regard to the conflicts of law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New York.HKIAC; (b) Any disputes, actions and the arbitration proceedings against any party or arising out of or in any way relating to this Limited Guarantee shall be submitted to conducted in English; (c) the Hong Kong International Arbitration Centre (Administered Arbitration Rules in force when the “HKIAC”) and resolved arbitration notice is submitted in accordance with the Arbitration Rules of HKIAC in force at the relevant time such rules shall apply; (the “Rules”d) and as may there shall be amended by this Section 10(b)three arbitrators for any such arbitration. The place of arbitration submitting Party/Parties shall be Hong Kong. The official language nominate one arbitrator, and the responding Party/Parties shall nominate one arbitrator, in each case, within 30 days after the submission of the arbitration notice. Both arbitrators shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of third arbitrator within 30 days thereafter. Should either Party fail to appoint an Arbitrator arbitrator within such 30-day period or should the two arbitrators fail, within such 30-day period, to reach agreement on the third Arbitrator within the time limits specified by the Rulesarbitrator, such Arbitrator arbitrator(s) shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to ; (e) an award punitive or other punitive-type damages. The award of by the arbitration tribunal HKIAC shall be final and conclusive and binding upon the disputing parties. Any party to an award may apply Parties and the Parties waive irrevocably any rights to any form of appeal, review or recourse; (f) the Parties shall have the right to seek interim injunctive relief or other interim relief from a court of competent jurisdiction, both before and after the arbitral tribunal award has been appointed, at any time up until arbitral tribunal has made its final award; and (g) judgment upon the award rendered may be entered in any court having jurisdiction for enforcement of such award and, for purposes of and the enforcement of such award, the parties irrevocably and unconditionally Parties submit to the non-exclusive jurisdiction of the Hong Kong courts for this purpose. 16.4 Process by which any court of competent jurisdiction and waive any defenses proceedings are begun may be served on each Party by being served to the addresses set forth in the third column to such enforcement based on lack of personal jurisdiction or inconvenient forumParty’s name in Schedule 3 hereto. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law Law principles thereof that would subject such matter to the Laws of another jurisdiction, except that the following matters arising out of or relating to this Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the nonexclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the undertaking, property and liabilities of Merger Sub in the Surviving Corporation, the cancellation of the Shares (including Shares represented by ADSs), the rights provided for in Section 238 of the CICL with respect to any Dissenting Shares, the fiduciary or other than duties of the State Company Board and the directors of New YorkMerger Sub and the internal corporate affairs of the Company and Merger Sub. (b) Any Subject to ‎Section 9.08 and the last sentence of this Section 9.09‎(b), any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee Agreement shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b)‎Section 9.09. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement, and the rights and obligations of each and all of the Partners hereunder, shall be interpreted, construed and governed by and construed in accordance with the Laws laws of the State of New York Cayman Islands, without regard to the conflicts conflict of law laws principles thereof that would subject such matter give effect to the Laws laws of another jurisdiction. (b) Subject to Section 9.6(c), any dispute, controversy, suit, action or proceeding arising out of or relating to this Agreement, will be settled exclusively by arbitration, conducted before a single arbitrator in New York County, New York (applying Cayman Islands law) in accordance with, and pursuant to, the applicable rules of JAMS (“JAMS”). The arbitration shall be conducted on a strictly confidential basis, and none of the parties shall disclose the existence of a claim, the nature of a claim, any documents, exhibits, or information exchanged or presented in connection with such a claim, or the result of any action, to any third party, except as required by law, with the sole exception of their legal counsel and parties engaged by that counsel to assist in the arbitration process, who also shall be bound by these confidentiality terms. The decision of the arbitrator will be final and binding upon the parties hereto. Any arbitral award may be entered as a judgment or order in any court of competent jurisdiction. Any party hereto may commence litigation in court to obtain injunctive relief in aid of arbitration, to compel arbitration, or to confirm or vacate an award, to the extent authorized by the U.S. Federal Arbitration Act or the New York Arbitration Act. The party that is determined by the arbitrator not to be the prevailing party will pay all of the JAMS administrative fees and the arbitrator’s fee and expenses. If neither party is so determined, such fees shall be shared. Each party shall be responsible for such party’s own attorneys’ fees. IF THIS AGREEMENT TO ARBITRATE IS HELD INVALID OR UNENFORCEABLE THEN, TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTNER AND THE PARTNERSHIP WAIVE AND COVENANT THAT THE PARTNER AND THE PARTNERSHIP WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER NOW OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREE THAT THE PARTNERSHIP OR ANY OF ITS AFFILIATES OR ANY PARTNER MAY FILE A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTNERSHIP AND ITS AFFILIATES, ON THE ONE HAND, AND THE PARTNER, ON THE OTHER HAND, IRREVOCABLY TO WAIVE THE RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN SUCH PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THAT ANY PROCEEDING PROPERLY HEARD BY A COURT UNDER THIS AGREEMENT WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY. (c) Nothing in this Section 9.6 will prevent the General Partner or a Limited Partner from applying to a court for preliminary or interim relief or permanent injunction in a judicial proceeding (e.g., injunction or restraining order to enforce any restrictive covenants against a Limited Partner), in addition to and not in lieu of any other remedy to which it may be entitled at law or in equity, if such relief from a court is necessary to preserve the status quo pending resolution or to prevent serious and irreparable injury in connection with any breach or anticipated breach of covenants to which a Limited Partner is subject; provided, however, that all parties explicitly waive all rights to seek preliminary, interim, injunctive or other relief in a judicial proceeding and all parties submit to the exclusive jurisdiction of the forum described in Section 9.6(b) hereto, for any dispute or claim concerning continuing entitlement to distributions or other than payments, even if such dispute or claim involves or relates to any covenant to which a Limited Partner is subject. For the purposes of this Section 9.6(c), each party hereto consents to the exclusive jurisdiction and venue of the courts of the state and federal courts within the County of New York in the State of New York. (b) Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement shall be interpreted, construed and governed in all respects by and in accordance with construed under the Laws of the State laws of New York York, without regard to the principles of conflicts of law principles thereof that would subject such matter to result in the Laws application of the laws of another jurisdiction other than except that issues relating to the State of New Yorkarbitration clause shall be governed by the Federal Arbitration Act (Chapters 1 and 2). (b) Any disputes, actions and proceedings against any party or All disputes arising out of or in connection with this Agreement shall to the extent possible be settled amicably by negotiation between the parties within 30 days from the date of written notice by any way party of the existence of such dispute, and failing such amicable settlement, any dispute arising out of or relating to this Limited Guarantee Agreement, including any question regarding its existence, validity or termination, shall be submitted to settled by arbitration administered by the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved AAA in accordance with the its International Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b). The place of arbitration shall be Hong KongNew York, New York. The official language of the arbitration shall be English and the arbitration tribunal English. There shall consist of three arbitrators be one arbitrator. If thirty (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and 30) days after a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman claimant’s submission of the arbitration tribunal. In notice of arbitration, the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or parties cannot mutually agree on the joint nomination selection of an Arbitrator or arbitrator, then the third Arbitrator within AAA shall appoint the time limits specified arbitrator. Any award(s) entered by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal arbitrator shall be final and binding upon on the disputing parties. Any , and each party hereby waives to an award the fullest extent permitted by law any right it may apply otherwise have under the laws of any jurisdiction to any court form of competent jurisdiction for enforcement of such award and, for purposes of appeal or collateral attack. Judgment upon any award(s) rendered by the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of arbitrator may be entered in any court of competent having jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forumthereof. (c) Notwithstanding EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS (d) Except as may be required by law, no party nor its representatives nor a witness nor an arbitrator may disclose the foregoingexistence, content, or results of any arbitration hereunder without the prior written consent of all parties to the arbitration. (e) Each of the parties hereto consent to acknowledges and agree agrees that irreparable harm would occur in addition to the event that any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is madeagreements and provisions of this Agreement were not performed fully by the parties hereto in accordance with their specific terms or conditions or were otherwise breached, seek and that money damages are an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding inadequate remedy for breach of this Agreement because of the difficulty of ascertaining and quantifying the amount of damage that will be suffered by the parties hereto in the event that this Agreement is governed not performed in accordance with its terms or conditions or is otherwise breached. Accordingly nothing in this Agreement shall prevent any party from seeking provisional measures 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. Each party hereto specifically waives any claim or defense that there is an adequate remedy at law for any breach. After the arbitrator is appointed, the arbitrator shall have sole jurisdiction to consider applications for provisional measures or other equitable relief, and any relief ordered by the Laws arbitrator may be specifically enforced by any court of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any waycompetent jurisdiction.

Governing Law; Dispute Resolution. (a) 24.2.1. This Limited Guarantee Agreement and its performance shall be interpreted, construed and governed by and construed in all respects in accordance with the Laws laws of the State Republic of New York without regard India. 24.2.2. Subject to the conflicts provisions of law principles thereof that would subject such matter Clause 24.2.3 hereinbelow, the Courts in Mumbai, shall have the exclusive jurisdiction to entertain any proceedings for interim relief related to this Agreement whether during pendency, or after expiry or termination. 24.2.3. If any dispute relating to the Laws validity, interpretation, construction, performance and enforcement of another jurisdiction other than this Agreements (“Dispute”) arises, the State of New York. (b) Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee aggrieved Party shall be submitted issue a written notice thereof to the Hong Kong International Arbitration Centre other Party or Parties for resolution through mutual negotiations. If the dispute is not resolved through negotiation within 15 (fifteen) Business Days from the “HKIAC”date of the notice of Dispute, then the aggrieved Party may issue a notice to refer the dispute for arbitration appointing 1 (one) arbitrator in its notice. The other Party/Parties shall, within 15 (fifteen) Business Days of receipt of the notice for initiating arbitration proceedings, appoint its arbitrator and resolved the two arbitrators so appointed shall then enter upon reference and shall appoint a third arbitrator. If the other Party does not appoint its arbitrator within the stipulated 15 (fifteen) Business Days’ period, the arbitrator appointed by the aggrieved Party shall commence arbitration proceedings as sole arbitrator and shall proceed in accordance with the provisions of the Arbitration Rules of HKIAC in force at the relevant time and Conciliation Act, 1996 (the “Rules”) and as may be amended by this Section 10(b). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English from time to time) and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly award made by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal him shall be final and binding upon the disputing Parties and shall be to the exclusion of all other courts, subject to jurisdiction of courts at Mumbai, India. 24.2.4. All proceedings of such arbitration shall be in English language and the arbitral award shall be final and binding on the parties. Any party to an award may apply to The Parties specifically agree that no proceedings shall be brought before any court or administrative tribunal for the purpose of competent jurisdiction seeking stay, to enjoin or otherwise interfere with the consultation or arbitration proceedings. 24.2.5. The arbitration panel may, (but shall not be required to), award to a Party that substantially prevails on merits, its costs and reasonable expenses (including reasonable fees of its counsel). 24.2.6. When any dispute is under arbitration, except for enforcement of such award andthe matters under dispute, for purposes the Parties shall continue to exercise their remaining respective rights and fulfil their remaining respective obligations under this Agreement. 24.2.7. Notwithstanding anything stated to the contrary in this Agreement, neither of the enforcement of such awardParties shall be precluded from seeking interim or permanent equitable or injunctive relief, the parties irrevocably and unconditionally submit to the jurisdiction of or both, from any court of competent having jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunctionsame. For The pursuit of equitable or injunctive relief shall not be a waiver of the avoidance duty of doubt, the Parties to pursue any remedy for monetary damages through the arbitration described in this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any wayClause 24.2.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement, and any dispute, controversy or claim arising under, related to or in connection with this Agreement, or the relationship of the Parties, shall be interpreted, construed and governed by and construed in accordance with the Laws internal laws of the State of New York California applicable to Parties residing in California, without regard to the applicable principles of conflicts of law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New Yorklaw. (ba) Any disputesSubject to Section 4.4(e), actions and proceedings against any party dispute, controversy or claim arising out of of, related to or in connection with this Agreement or the Ancillary Agreements, including any way relating to this Limited Guarantee question regarding their existence, validity or termination (a “Dispute”) shall be submitted referred to and finally resolved by arbitration administered by the Hong Kong Singapore International Arbitration Centre (the “HKIACSIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time Singapore International Arbitration Centre (the “Rules”) and in effect at the time of arbitration, except as they may be amended by this Section 10(b). modified herein. (b) The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of conducted by three (3) arbitrators (each, an the “ArbitratorArbitral Tribunal”). The claimant(s), irrespective of number, ) shall nominate jointly one Arbitrator; (1) arbitrator in the notice of arbitration and respondent(s), irrespective of number, ) shall nominate jointly one (1) arbitrator within twenty-one (21) days of receipt by respondent(s) of the notice of arbitration. The two (2) Party-nominated arbitrators shall nominate the third and presiding arbitrator (the “Presiding Arbitrator; ”) within twenty-one (21) days of the appointment of the second arbitrator. If any Party fails to appoint an arbitrator, or if the two (2) Party-appointed arbitrators fail to appoint the Presiding Arbitrator, within the time periods specified herein, then any such arbitrator shall, upon any Party’s request, be appointed by SIAC in accordance with the Rules. (c) In order to facilitate the comprehensive resolution of related disputes, and a third Arbitrator upon request of any Party to the arbitration proceedings, the Arbitral Tribunal may consolidate the arbitration proceeding with any other arbitration proceeding relating to this Agreement or the Ancillary Agreements. The Arbitral Tribunal shall not consolidate such arbitrations unless it determines that no Party will be nominated jointly by the first two Arbitrators and shall serve unduly prejudiced as chairman a result of the arbitration tribunalsuch consolidation through undue delay or otherwise. In the event of different rulings on this question by Arbitral Tribunals constituted hereunder or under the claimant(sAncillary Agreements, the ruling of the Arbitral Tribunal in the first pending arbitration shall control. If two (2) or respondent(smore arbitrations are consolidated into a single proceeding, the Arbitral Tribunal for first pending arbitration shall serve as the Arbitral Tribunal for the consolidated arbitration. (d) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified Any award rendered by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal Arbitral Tribunal shall be final and binding upon on the disputing parties. Any party Parties the Parties undertake to an carry out any award without delay judgment on the award may apply to be entered in any court of competent jurisdiction for enforcement having jurisdiction thereof, including any court having jurisdiction over the relevant Party or its assets. (e) The seat of such award arbitration shall be Singapore and the arbitration shall be conducted in the English language. (f) Nothing herein shall prevent any Party from seeking any provisional remedies including temporary restraining orders or preliminary injunctions or their equivalent, any pre-arbitral injunction, pre-arbitral attachment, interim or conservatory measure or other Order in aid of arbitration proceedings (“Interim Relief”) from any court of competent jurisdiction. The Arbitral Tribunal (and, if applicable, emergency arbitrator) shall have full authority to grant any Interim Relief. Any Interim Relief so issued shall, to the extent permitted by Applicable Law, be deemed a final arbitration award for purposes of enforceability, and, moreover, shall also be deemed a term and condition of this Agreement subject to specific performance pursuant to Section 12.8. The Arbitral Tribunal shall have the enforcement power to continue, review, vacate or modify any Interim Relief granted by an emergency arbitrator, and the Arbitral Tribunal shall apply a de novo standard of review to the factual and legal findings of the emergency arbitrator and conduct any such proceeding with respect to the actions of the emergency arbitrator on an expedited basis; and in the event an emergency arbitrator or the Arbitral Tribunal issues an Order granting, denying or otherwise addressing Interim Relief (a “Decision on Interim Relief”), any Party may apply to enforce or require specific performance of such award, Decision on Interim Relief in any court of competent jurisdiction. (g) In the parties irrevocably and unconditionally submit to the jurisdiction of event any proceeding is brought in any court of competent jurisdiction and waive to enforce the dispute resolution provisions in this Section 12.6, to obtain relief as described in this Section 12.6, or to enforce any defenses award, relief or decision issued by an Arbitral Tribunal, each Party irrevocably agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 12.1 shall be effective service of process for any claim brought against such enforcement based on lack of personal jurisdiction or inconvenient forumParty in any such court. (ch) Notwithstanding Any arbitration hereunder shall be confidential, and the foregoingParties, the parties hereto consent their Affiliates and agents agree not to and agree that in addition disclose to any recourse to third party (i) the existence or status of the arbitration, (ii) all information made known and documents produced in the arbitration as set out not otherwise in Section 10(bthe public domain, and (iii) all awards arising from the arbitration (including any Decision on Interim Relief), any party may, except and to the extent permitted under that disclosure is required (1) by Applicable Law, (2) to comply with the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only rules and regulations applicable to the seeking U.S. Securities and Exchange Commission or Nasdaq Stock Market or any other stock exchange on which the shares of interim injunctions and does not restrict the application of Section 10(bany Party (or Affiliates thereof) in any wayare traded or (3) to protect or pursue a legal right.

Governing Law; Dispute Resolution. (a) This Limited Guarantee shall Agreement and the performance of the transactions contemplated hereby and obligations of the Parties hereunder will be interpreted, construed and governed by and construed in accordance with the Laws of England, including the State of New York without regard to the conflicts of law principles thereof that would subject such matter to the maritime Laws of another jurisdiction other than the State England, without giving effect to any choice of New YorkLaw principles. (b) Any disputes, actions and proceedings against any party or dispute arising out of or in any way relating to connection with this Limited Guarantee Agreement shall be submitted referred to and finally resolved by arbitration under the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time United Nations Convention on International Trade Law (the “Rules”) and as may be amended by this Section 10(bUNCITRAL). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators and the place of arbitration shall be London. Each Party shall appoint one arbitrator and the two such arbitrators shall appoint a third arbitrator; provided, that if all three arbitrators have not been appointed within 30 days after the Party submitting the Dispute has notified the other Party of such submission, either Party may apply to the Secretariat of the Centre for Expertise of the International Chamber of Commerce who shall be requested to make the appointment of the remaining arbitrators within 30 days and, in so doing, may take such independent advice as he thinks fit. No arbitrator appointed pursuant to this Section 11.8 shall be an employee, agent, contractor, competitor or former employee, agent or contractor of, or have or have had any material interest (each, an “Arbitrator”)directly or indirectly) in the business of or in any Party or any of their Affiliates. The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman language of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly English. Each Party hereby agrees that any process in connection with a dispute arising out of or in connection with this Agreement may be served on it personally or by the HKIACcertified mail at such Party’s address set forth in Section 11.4. The arbitration tribunal shall have no authority Parties hereby submit to award punitive or other punitive-type damages. The award the exclusive jurisdiction of the arbitration tribunal shall be final and binding upon courts of England for the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes purpose of the enforcement of such arbitration under this Section 11.8 and any arbitration award, interim or final; provided that the parties irrevocably and unconditionally submit submission to jurisdiction hereunder shall not prevent a Party from enforcing any arbitration award in any part of the world. To the extent permitted by Law, the jurisdiction of the English courts to review any court decision or award, interim or final, by arbitrators is hereby excluded. The Parties expressly agree that the courts of competent the U.S. and Nigeria will not have any jurisdiction over any action, claim, or proceeding (whether at law or in equity) that is brought in regard to the construction, interpretation or enforcement of this Agreement, and waive the Parties agree that any defenses attempt to such seek a remedy in the U.S. or Nigerian courts shall be deemed a material default under the terms of this Agreement, except with regard to enforcement based on lack of personal jurisdiction arbitral awards or inconvenient forum. (cequitable relief that is specifically authorized pursuant to Sections 11.8(b) Notwithstanding the foregoingand 11.5, the parties hereto consent to respectively. The Parties further understand and agree that should either Party seek a remedy in addition the U.S. or Nigerian courts, except to enforce an arbitral award or equitable relief specifically authorized by Section 11.8(b) or 11.5, the Party against whom such action, claim or proceeding is brought shall be presumed to have suffered irreparable harm and as a result the Parties agree that equitable relief would be appropriate to enjoin any recourse to arbitration as set out in Section 10(b)such proceeding, any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court claim or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any wayproceeding.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Note shall be interpretedgoverned by, and construed and governed by and in accordance with with, the Laws laws of the State of New York without regard to the conflicts of law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New YorkHong Kong. (b) Any disputes, actions and proceedings against For any party dispute or claim arising out of or in any way relating to this Limited Guarantee Note, or the breach, termination or invalidity hereof (including the validity, scope and enforceability of this arbitration provision), the Company and the Purchaser shall first attempt to resolve such dispute or claim through good faith negotiations. If such dispute or claim cannot be resolved through negotiations within sixty (60) calendar days after a notice of complaint is delivered, such dispute or claim shall be submitted referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the HKIAC Administered Arbitration Rules of HKIAC in force at the relevant time (the “HKIAC Arbitration Rules”) in force when the Notice of Arbitration is submitted and as may be amended by the rest of this Section 10(b15. For the purpose of such arbitration, there shall be three arbitrators (the “Arbitration Tribunal”). The place seat of arbitration shall be Hong Kong. The official Kong and the language of the arbitration shall be English English. (c) The arbitrators shall decide any such dispute or claim strictly in accordance with the governing law specified in Section 15(a). Judgment upon any arbitral award rendered hereunder may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. (d) In order to preserve its rights and remedies, the Company and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator Purchaser shall be appointed promptly by entitled to seek any order for the HKIAC. The arbitration tribunal shall have no authority to award punitive preservation of property, including any interim injunctive relief, in accordance with applicable law from any court of competent jurisdiction or other punitive-type damages. The from the Arbitration Tribunal pending the final decision or award of the Arbitration Tribunal. (e) The Company and the Purchaser irrevocably consents to the service of process, notices or other paper in connection with or in any way arising from the arbitration tribunal or the enforcement of any arbitral award, by use of any of the methods and to the addresses set forth for the giving of notices in the Convertible Note Purchase Agreement. Nothing contained herein shall affect the right of the Company or the Purchaser to serve such processes, notices or other papers in any other manner permitted by applicable law. (f) Any award made by the Arbitration Tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes on each of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forumdispute. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement and the rights and obligations of the parties under it shall be interpreted, construed and governed by and in accordance with the Laws of the State laws of New York York, without regard to the conflicts of law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New York. (b) thereof. Any disputes, actions and proceedings against any party or dispute arising out of or in connection with this Agreement, including any way relating to this Limited Guarantee question regarding its existence, validity or termination and the Parties’ rights and obligations hereunder (each, a “Dispute”) shall be submitted referred to and finally resolved by arbitration (the “Arbitration”) in the following manner: a) The Arbitration shall be administered by the Hong Kong International Arbitration Centre (the “HKIAC”); b) and resolved in accordance with The Arbitration shall be by the HKIAC Arbitration Rules of HKIAC as in force at the relevant time date on which the claimant party notifies the respondent party in writing (the such notice, a “RulesNotice of Arbitration”) of its intent to pursue Arbitration, which are deemed to be incorporated by reference and as may be amended by this Section 10(b5.07; c) The seat and venue of the Arbitration shall be Hong Kong and the language of the Arbitration shall be English; d) A Dispute subject to Arbitration shall be determined by a panel of three (3) arbitrators (the “Tribunal”). One (1) arbitrator shall be nominated by the claimant party (and to the extent that there is more than one claimant party, by mutual agreement among the claimant parties) and one (1) arbitrator shall be nominated by the respondent party (and to the extent that there is more than one respondent party, by mutual agreement among the respondent parties). The place of arbitration third arbitrator shall be Hong Kongjointly nominated by the claimant party’s and respondent party’s respectively nominated arbitrators and shall act as the presiding arbitrator. If the claimant party or the respondent party fails to nominate its arbitrator within thirty (30) days from the date of receipt of the Notice of Arbitration by the respondent party or the claimant and respondent parties’ nominated arbitrators fail to jointly nominate the presiding arbitrator within thirty (30) days of the nomination of the respondent-nominated arbitrator, either party to the Dispute may request the Chairperson of the HKIAC to appoint such arbitrator; and e) The Parties agree that all documents and evidence submitted in the Arbitration (including any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless the parties otherwise agree in writing. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to arbitral award punitive or other punitive-type damages. The award of the arbitration tribunal shall be is final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forumArbitration. (cf) Notwithstanding the foregoing, the parties hereto consent to and The Parties agree that in addition to any recourse to arbitration as set out in Section 10(b)the losing Party shall pay all costs and expenses, any party mayincluding attorney fees, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed incurred by the Laws of substantially prevailing Party in the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any wayArbitration.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement, and the rights and obligations of each and all of the Partners hereunder, shall be interpreted, construed and governed by and construed in accordance with the Laws laws of the State of New York Cayman Islands, without regard to the conflicts conflict of law laws principles thereof that would subject such matter give effect to the Laws laws of another jurisdiction. (b) Subject to Section 9.6(c), any dispute, controversy, suit, action or proceeding arising out of or relating to this Agreement, will be settled exclusively by arbitration, conducted before a single arbitrator in New York County, New York (applying Cayman Islands law) in accordance with, and pursuant to, the applicable rules of JAMS (“JAMS”). The arbitration shall be conducted on a strictly confidential basis, and none of the parties shall disclose the existence of a claim, the nature of a claim, any documents, exhibits, or information exchanged or presented in connection with such a claim, or the result of any action, to any third party, except as required by law, with the sole exception of their legal counsel and parties engaged by that counsel to assist in the arbitration process, who also shall be bound by these confidentiality terms. The decision of the arbitrator will be final and binding upon the parties hereto. Any arbitral award may be entered as a judgment or order in any court of competent jurisdiction. Any party hereto may commence litigation in court to obtain injunctive relief in aid of arbitration, to compel arbitration, or to confirm or vacate an award, to the extent authorized by the U.S. Federal Arbitration Act or the New York Arbitration Act. The party that is determined by the arbitrator not to be the prevailing party will pay all of the JAMS administrative fees and the arbitrator’s fee and expenses. If neither party is so determined, such fees shall be shared. Each party shall be responsible for such party’s own attorneys’ fees. IF THIS AGREEMENT TO ARBITRATE IS HELD INVALID OR UNENFORCEABLE THEN, TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTNER AND THE PARTNERSHIP WAIVE AND COVENANT THAT THE PARTNER AND THE PARTNERSHIP WILL NOT ASSERT (WHETHER AS PLAINTIFF, 702100.0030.0004 4843-4627-7593 v5 DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER NOW OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREE THAT THE PARTNERSHIP OR ANY OF ITS AFFILIATES OR ANY PARTNER MAY FILE A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTNERSHIP AND ITS AFFILIATES, ON THE ONE HAND, AND THE PARTNER, ON THE OTHER HAND, IRREVOCABLY TO WAIVE THE RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN SUCH PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THAT ANY PROCEEDING PROPERLY HEARD BY A COURT UNDER THIS AGREEMENT WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY. (c) Nothing in this Section 9.6 will prevent the General Partner or a Limited Partner from applying to a court for preliminary or interim relief or permanent injunction in a judicial proceeding (e.g., injunction or restraining order to enforce any restrictive covenants against a Limited Partner), in addition to and not in lieu of any other remedy to which it may be entitled at law or in equity, if such relief from a court is necessary to preserve the status quo pending resolution or to prevent serious and irreparable injury in connection with any breach or anticipated breach of covenants to which a Limited Partner is subject; provided, however, that all parties explicitly waive all rights to seek preliminary, interim, injunctive or other relief in a judicial proceeding and all parties submit to the exclusive jurisdiction of the forum described in Section 9.6(b) hereto, for any dispute or claim concerning continuing entitlement to distributions or other than payments, even if such dispute or claim involves or relates to any covenant to which a Limited Partner is subject. For the purposes of this Section 9.6(c), each party hereto consents to the exclusive jurisdiction and venue of the courts of the state and federal courts within the County of New York in the State of New York. (b) Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

Governing Law; Dispute Resolution. (a) This Limited Guarantee, and all claims or causes of action (whether at law or in equity, in contract or in tort) that may be based upon, arise out of or relate to this Limited Guarantee shall or the negotiation, execution or performance hereof, will be interpretedgoverned by, and construed and governed by and in accordance with with, the Laws of the State of New York without regard to the conflicts of law Law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New Yorkjurisdiction. (b) Any disputes, actions and proceedings against any party or Legal Proceeding arising out of or in any way relating to this Limited Guarantee or its subject matter (including a dispute regarding the existence, validity, formation, effect, interpretation, performance or termination of this Limited Guarantee) shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) HKIAC and resolved in accordance with the Arbitration HKIAC Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b)14. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”)Arbitrators. The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the HKIAC Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto hereby consent to and agree that in addition to any recourse to arbitration as set out in this Section 10(b)14, any party hereto may, to the extent permitted under the Laws rules and procedures of the jurisdiction where application is madeHKIAC, seek an interim injunction from a court or other authority with competent jurisdiction andform of relief from the HKIAC as provided for in its HKIAC Rules. Such application shall also be governed by, notwithstanding that this Agreement is governed by and construed in accordance with, the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

Governing Law; Dispute Resolution. (a) This Limited Guarantee shall Agreement will be interpreted, construed and governed by and construed in accordance with the Laws laws of the State of New York York, without regard giving effect to the conflicts conflict of law laws principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New Yorkthereof. (bi) Any disputesEach of the parties hereto agrees all disputes arising among the parties in connection with this Agreement, actions and proceedings against any party or arising out of the breach, termination, interpretation or in any way relating to this Limited Guarantee validity thereof, shall be submitted to finally settled by the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance pursuant to UNCITRAL Rules with the Arbitration Rules Company, on the one hand, being entitled to designate one arbitrator, and with the Investor, on the other hand, being entitled to designate one arbitrator, while the third arbitrator will be selected by agreement between the two designated arbitrators or, failing such agreement, within 10 calendar days of initial consultation between the two arbitrators, by the HKIAC in force at pursuant to its arbitration rules. If any party fails to designate its arbitrator within 20 calendar days after the relevant time (designation of the “Rules”) and first of the three arbitrators, the HKIAC shall have the authority to designate any Person whose interests are neutral to the parties as may be amended by this Section 10(b)the second of the three arbitrators. The place of arbitration shall be Hong Kongconducted in English. The official language of To the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the extent consistent with UNCITRAL Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award each of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent shall cooperate with the others in provision of information during any discovery process relating to and arbitrations in connection with the Transaction Documents. The parties hereto further agree that in addition to any recourse to arbitration as set out in Section 10(b), any party maythat, to the extent permitted under consistent with UNCITRAL Rules, the Laws parties shall be entitled to seek temporary and permanent injunctive relief from the arbitrators without the necessity of proving actual damages and without posting a bond or other security. (ii) Each of the jurisdiction where application is madeparties hereto agrees that notice may be served upon such party at the address and in the manner set forth for such party in Section 15(a). (iii) To the extent permitted by applicable laws, seek an interim injunction from a court each of the parties hereto hereby unconditionally waives trial by jury in any legal action or other authority with competent jurisdiction and, notwithstanding that proceeding relating to this Agreement is governed by or the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any waytransactions contemplated hereby.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement shall be interpreted, construed and governed by and in accordance with the Laws laws of the State of New York without regard to Minnesota (regardless of the laws that might otherwise govern under applicable Minnesota principles of conflicts of law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New Yorklaw). (b) Any disputesdispute, actions and proceedings against any party controversy or claim arising out of of, relating to, or in connection with, this Agreement or any way relating to this Limited Guarantee breach, termination or validity thereof shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved finally settled by arbitration. The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of HKIAC the American Arbitration Association in force effect at the relevant time (of the “Rules”) and arbitration, except as they may be amended modified herein or by this Section 10(b)mutual agreement of the parties. The place of arbitration shall be Hong Kong. The official language seat of the arbitration shall be Minneapolis, Minnesota and it shall be conducted in the English and language. The arbitration shall be conducted by three arbitrators. The party initiating arbitration ("the Claimant") shall appoint its arbitrator in its request for arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”the "Request"). The claimant(s)other party ("the Respondent") shall appoint its arbitrator within thirty (30) days of receipt of the Request and shall notify the Claimant of such appointment in writing. If the Respondent fails to appoint an arbitrator within such 30-day period, irrespective of numberthe arbitrator named in the Request shall decide the controversy or claim as a sole arbitrator. Otherwise, the two arbitrators appointed by the parties shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and appoint a third Arbitrator will be nominated jointly arbitrator within thirty (30) days after the Respondent has notified Claimant of the appointment of the Respondent's arbitrator. When the arbitrators appointed by the first Claimant and Respondent have appointed a third arbitrator and the third arbitrator has accepted the appointment, the two Arbitrators and arbitrators shall serve as chairman promptly notify the parties of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination appointment of an Arbitrator or the third Arbitrator within arbitrator. If the time limits specified two arbitrators appointed by the Rulesparties fail or are unable so to appoint a third arbitrator or so to notify the parties, such Arbitrator then the appointment of the third arbitrator shall be appointed made by President of the American Arbitration Association which shall promptly by notify the HKIACparties of the appointment of the third arbitrator. The arbitration tribunal third arbitrator shall have no authority to award punitive or other punitive-type damagesact as Chairman of the panel. The arbitral award of the arbitration tribunal shall be in writing and shall be final and binding on the parties. The award may include an award of costs, including reasonable attorneys' fees and disbursements. Judgment upon the disputing parties. Any party to an award may apply be entered by any court having jurisdiction thereof or having jurisdiction over the parties or their assets. This Section 9.5(b) shall in no way affect the right of either party hereto to seek interim relief in any court of competent jurisdiction jurisdiction, and a request for enforcement of such award andinterim relief shall not be deemed incompatible with, for purposes of the enforcement of such awardor a waiver of, the parties irrevocably and unconditionally submit agreement to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forumarbitrate contained herein. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement shall be interpretedgoverned by, and construed and governed by and 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 regard to the conflicts conflict of law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New Yorkprinciples. (b) Any disputes, actions and proceedings against any party or dispute arising out of of, or in connection with this Agreement or any way relating to transactions contemplated hereby or thereby, including any question regarding the existence, validity, interpretation, breach or termination of this Limited Guarantee Agreement (a “Dispute”), shall be submitted referred, upon written notice (a “Dispute Notice”) given by one party to the Hong Kong International Arbitration Centre other parties, to a senior executive from each party. The senior executives shall seek to resolve the Dispute on an amicable basis within thirty (30) days of the “HKIAC”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 accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and effect, as may be amended by this Section 10(b)15.11, which LCIA Rules are deemed to be incorporated by reference into this Section 15.11. The place seat, or legal place, of the arbitration shall be Hong KongLondon, England. The official language of the arbitration shall be English English. The number of arbitrators shall be three. Each party shall nominate one arbitrator and the arbitration tribunal two arbitrators nominated by the parties shall, within thirty (30) days of the appointment of the second arbitrator, agree upon and nominate a third arbitrator who shall consist act as Chairman of three arbitrators the Tribunal. If no agreement is reached within thirty (each30) days, an “Arbitrator”)the LCIA Court shall appoint a third arbitrator to act as Chairman of the Tribunal. The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman Chairman of the arbitration tribunalpanel 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 the claimant(s) or respondent(s) that a sole claimant or the first two Arbitrators shall fail claimant parties, on the one side, or a sole respondent or the respondent parties, on the other side, fails to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rulesits/their arbitrator, such Arbitrator arbitrator shall be appointed promptly by the HKIACLCIA Court. The arbitration tribunal shall have no authority to Any award punitive or other punitive-type damages. The award of issued by the arbitration tribunal arbitrators shall be final and binding upon the disputing parties, and, subject to this Section 15.11, may be entered and enforced in any court of competent jurisdiction by any of the parties. Any 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 do so shall be a court of [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. 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 award may 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 enforcement interim or conservatory measures, including, without limitation, to compel arbitration (an “Interim Relief Proceeding”). Furthermore, the parties agree that, after the formation of such award 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, for purposes of England with respect to the enforcement of any arbitral award rendered in accordance with this Section 15.11; and, with respect to any such awardsuit, the parties irrevocably and unconditionally submit action or proceeding, waives any objection that it may have to the jurisdiction courts of any court England located in London, England on the grounds of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the 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, as the case may be (and judgment on any such award may be entered in accordance with the provisions set forth in this Section 10(c15.11). (d) 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 Law Debenture Corporate Services Limited or their registered offices for the time being and by giving notice in accordance with Section 15.4. If Law Debenture Corporate Services Limited is only applicable 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 party shall be entitled to appoint such a person by written notice to the seeking other party. Nothing in this paragraph shall affect the right of interim injunctions and does not restrict the application of Section 10(b) parties to serve process in any wayother manner permitted by law.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement, and the rights and obligations of each and all of the Partners hereunder, shall be interpreted, construed and governed by and construed in accordance with the Laws laws of the State of New York Cayman Islands, without regard to the conflicts conflict of law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New Yorklaws rules thereof. (b) Any disputesSubject to Section 9.8(c), actions and proceedings against any party dispute, controversy, suit, action or proceeding arising out of or in any way relating to this Limited Guarantee shall Agreement will be submitted to the Hong Kong International Arbitration Centre settled exclusively by arbitration, conducted before a single arbitrator in New York County, New York (the “HKIAC”applying Cayman Islands law) and resolved in accordance with with, and pursuant to, the Arbitration Rules applicable rules of HKIAC in force at the relevant time JAMS (the “Rules”) and as may be amended by this Section 10(b). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “ArbitratorJAMS”). The claimant(s)arbitration shall be conducted on a strictly confidential basis, irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman none of the arbitration tribunal. In parties shall disclose the event existence of a claim, the claimant(s) nature of a claim, any documents, exhibits, or respondent(s) information exchanged or presented in connection with such a claim, or the first two Arbitrators shall fail result of any action, to nominate or agree on any third party, except as required by law, with the joint nomination sole exception of an Arbitrator or their legal counsel and parties engaged by that counsel to assist in the third Arbitrator within the time limits specified by the Rulesarbitration process, such Arbitrator who also shall be appointed promptly bound by the HKIACthese confidentiality terms. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award decision of the arbitration tribunal shall arbitrator will be final and binding upon the disputing partiesparties hereto. Any party to an arbitral award may apply to be entered as a judgment or order in any court of competent jurisdiction for enforcement jurisdiction. Either party may commence litigation in court to obtain injunctive relief in aid of such award andarbitration, for purposes to compel arbitration, or to confirm or vacate an award, to the extent authorized by the United States Federal Arbitration Act or the New York Arbitration Act. The party that is determined by the arbitrator not to be the prevailing party will pay all of the enforcement of such awardJAMS administrative fees, the parties irrevocably arbitrator’s fee and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to expenses. If neither party is so determined, such enforcement based on lack of personal jurisdiction or inconvenient forumfees shall be shared. Each party shall be responsible for such party’s attorneys’ fees. IF THIS AGREEMENT TO ARBITRATE IS HELD INVALID OR UNENFORCEABLE THEN, TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTNER AND THE PARTNERSHIP WAIVE AND COVENANT THAT THE PARTNER AND THE PARTNERSHIP WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER NOW OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREE THAT ANY OF THE PARTNERSHIP OR ANY OF ITS AFFILIATES OR THE PARTNER MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTNERSHIP AND ITS AFFILIATES, ON THE ONE HAND, AND THE PARTNER, ON THE OTHER HAND, IRREVOCABLY TO WAIVE THE RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN SUCH PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THAT ANY PROCEEDING PROPERLY HEARD BY A COURT UNDER THIS AGREEMENT WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY. (c) Notwithstanding Nothing in this Section 9.8 will prevent the foregoingGeneral Partner or a Limited Partner from applying to a court for preliminary or interim relief or permanent injunction in a judicial proceeding (e.g., the parties hereto consent to and agree that injunction or restraining order), in addition to and not in lieu of any recourse other remedy to arbitration as set out which it may be entitled at law or in Section 10(b)equity, any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction if such relief from a court is necessary to preserve the status quo pending resolution or to prevent serious and irreparable injury in connection with any breach or anticipated breach of any Restrictive Covenants; provided, that all parties explicitly waive all rights to seek preliminary, interim, injunctive or other authority with competent relief in a judicial proceeding and all parties submit to the exclusive jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court forum described in Section 9.8(b) hereto for any dispute or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court claim concerning continuing entitlement to distributions or other authority is located in determining whether payments, even if such dispute or claim involves or relates to grant the interim injunctionany Restrictive Covenants. For the avoidance purposes of doubt, this Section 10(c) is only applicable 9.8(c), each party hereto consents to the seeking exclusive jurisdiction and venue of interim injunctions and does not restrict the application courts of Section 10(b) in any waythe Cayman Islands.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law Law principles thereof that would subject such matter to the Laws of another jurisdiction, except that the following matters arising out of or relating to this Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the nonexclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the undertaking, property and liabilities of Merger Sub in the Surviving Corporation, the cancellation of the Shares (including Shares represented by ADSs), the rights provided for in Section 238 of the CICL with respect to any Dissenting Shares, the fiduciary or other than duties of the State Company Board and the directors of New YorkMerger Sub and the internal corporate affairs of the Company and Merger Sub. (b) Any Subject to Section 9.08 and the last sentence of this Section 9.09(b), any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee Agreement shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b)9.09. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement shall be interpreted, construed and governed by and construed in accordance with the Laws internal laws of the State of New York (USA), without regard to the applicable principles of conflicts of law principles thereof law, except that would subject such matter to the Laws arbitration clause in Section 5.1(b) and any arbitration hereunder shall be governed by the Arbitration Rules of another jurisdiction other than the State of New YorkUnited Nations Commission on International Trade Law (“UNCITRAL Arbitration Rules”). (b) Any disputes, actions and proceedings against any party controversy or claim arising out of or in any way relating to this Limited Guarantee Agreement, or the breach thereof, including the determination of the scope of the agreement to arbitrate, shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved finally settled by arbitration in accordance with the UNCITRAL Arbitration Rules of HKIAC in force applicable at the relevant time of submission of the dispute to arbitration. The American Arbitration Association (the “RulesAAA”) shall be the appointing authority and as may be amended by this Section 10(b)shall appoint a panel of three (3) arbitrators. The place arbitration case, including the appointment of arbitration arbitrators, shall be Hong Kong. administered by the AAA in accordance with its “Procedures for Cases Under the UNCITRAL Arbitration Rules.” The official language place of the arbitration shall be English New York, New York (USA), and the arbitration tribunal exclusive language to be used for the arbitral proceedings shall consist of three be English. Judgment upon any award(s) rendered by the arbitrators (each, an “Arbitrator”)may be entered in any court having jurisdiction thereof. The claimant(s)arbitrators are authorized to include in their award an allocation to any party of such costs and expenses, irrespective of numberincluding attorneys’ fees, as the arbitrators shall nominate jointly one Arbitrator; deem reasonable. The parties undertake to keep confidential all awards in their arbitration, together with all materials in the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by proceedings created for the first two Arbitrators and shall serve as chairman purpose of the arbitration tribunal. In and all other documents produced by another party in the event proceedings not otherwise in the claimant(s) public domain, save and to the extent that disclosure may be required of a party by legal duty, to protect or respondent(s) pursue a legal right or the first two Arbitrators shall fail to nominate enforce or agree on the joint nomination of challenge an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive in legal proceedings before a court or other punitive-type damagesjudicial authority. The award of the arbitration tribunal Nothing in this Agreement shall be final and binding upon the disputing parties. Any prevent any party to an award may apply to from seeking provisional measures from any court of competent jurisdiction for enforcement of jurisdiction, and any such award and, for purposes request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the enforcement of such award, the parties irrevocably and unconditionally submit right to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forumarbitrate. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement, and the rights and obligations of each and all of the Partners hereunder, shall be interpreted, construed and governed by and construed in accordance with the Laws of the State of New York Partnership Law, without regard to the conflicts conflict of law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New Yorklaws rules thereof. (b) Any disputesSubject to Section 9.6(c), actions and proceedings against any party dispute, controversy, suit, action or proceeding arising out of or in any way relating to this Limited Guarantee shall Agreement will be submitted to the Hong Kong International Arbitration Centre settled exclusively by arbitration, conducted before a single arbitrator in New York County, New York (the “HKIAC”applying Cayman Islands law) and resolved in accordance with with, and pursuant to, the Arbitration Rules applicable rules of HKIAC in force at the relevant time JAMS (the “Rules”) and as may be amended by this Section 10(b). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “ArbitratorJAMS”). The claimant(s)arbitration shall be conducted on a strictly confidential basis, irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman none of the arbitration tribunal. In parties shall disclose the event existence of a claim, the claimant(s) nature of a claim, any documents, exhibits, or respondent(s) information exchanged or presented in connection with such a claim, or the first two Arbitrators shall fail result of any action, to nominate or agree on any third party, except as required by law, with the joint nomination sole exception of an Arbitrator or their legal counsel and parties engaged by that counsel to assist in the third Arbitrator within the time limits specified by the Rulesarbitration process, such Arbitrator who also shall be appointed promptly bound by the HKIACthese confidentiality terms. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award decision of the arbitration tribunal shall arbitrator will be final and binding upon the disputing partiesparties hereto. Any party to an arbitral award may apply to be entered as a judgment or order in any court of competent jurisdiction for enforcement jurisdiction. Either party may commence litigation in court to obtain injunctive relief in aid of such award andarbitration, for purposes to compel arbitration, or to confirm or vacate an award, to the extent authorized by the United States Federal Arbitration Act or the New York Arbitration Act. The party that is determined by the arbitrator not to be the prevailing party will pay all of the enforcement of such awardJAMS administrative fees, the parties irrevocably arbitrator’s fee and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to expenses. If neither party is so determined, such enforcement based on lack of personal jurisdiction or inconvenient forumfees shall be shared. Each party shall be responsible for such party’s attorneys’ fees. IF THIS AGREEMENT TO ARBITRATE IS HELD INVALID OR UNENFORCEABLE THEN, TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTNER AND THE PARTNERSHIP WAIVE AND COVENANT THAT THE PARTNER AND THE PARTNERSHIP WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER NOW OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREE THAT ANY OF THE PARTNERSHIP OR ANY OF ITS AFFILIATES OR THE PARTNER MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTNERSHIP AND ITS AFFILIATES, ON THE ONE HAND, AND THE PARTNER, ON THE OTHER HAND, IRREVOCABLY TO WAIVE THE RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN SUCH PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THAT ANY PROCEEDING PROPERLY HEARD BY A COURT UNDER THIS AGREEMENT WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY. (c) Notwithstanding Nothing in this Section 9.6 will prevent the foregoingGeneral Partner or a Limited Partner from applying to a court for preliminary or interim relief or permanent injunction in a judicial proceeding (e.g., the parties hereto consent to and agree that injunction or restraining order), in addition to and not in lieu of any recourse other remedy to arbitration as set out which it may be entitled at law or in Section 10(b)equity, any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction if such relief from a court is necessary to preserve the status quo pending resolution or to prevent serious and irreparable injury in connection with any breach or anticipated breach of any Restrictive Covenants set forth in a Limited Partner’s Award Letter; provided, that all parties explicitly waive all rights to seek preliminary, interim, injunctive or other authority with competent relief in a judicial proceeding and all parties submit to the exclusive jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court forum described in Section 9.6(b) hereto for any dispute or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court claim concerning continuing entitlement to distributions or other authority is located payments, even if such dispute or claim involves or relates to any Restrictive Covenants set forth in determining whether to grant the interim injunctiona Limited Partner’s Award Letter. For the avoidance purposes of doubt, this Section 10(c) is only applicable 9.6(c), each party hereto consents to the seeking exclusive jurisdiction and venue of interim injunctions and does not restrict the application courts of Section 10(b) in any waythe Cayman Islands.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement shall be interpreted, construed and governed by and interpreted in accordance with the Laws laws of the State of New York Delaware without regard reference to the conflicts its conflict of law principles thereof provisions or principles. Cxxx and DRL agree that would subject such matter to the Laws of another jurisdiction other than the State of New York. (b) Any disputes, actions and proceedings against any party or all disputes arising out of or in any way relating connection with this Agreement (subject to this Limited Guarantee Section 8.9 and other than disputes for which DRL has the tie-breaking vote pursuant to Section 2.5) which cannot be settled amicably within a period of [***], shall be submitted to finally settled via arbitration under the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Commercial Arbitration Rules of HKIAC in force at the relevant time American Arbitration Association (the “Rules”) and as may be amended by this Section 10(b). Coya and DRL Ltd. agree that (a), and (b) all disputes arising out of or in connection with or the Original Agreement (subject to Section 11.3 of the Original Agreement) which cannot be settled amicably within a period of [***], shall be finally settle by arbitration under the Rules. The place Parties or Coya and DRL Ltd. (as applicable) shall mutually appoint one arbitrator as per said Rules. The seat and venue of the arbitration shall be Hong KongNew York County, New York. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”)English. The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and Nothing in this Section 14.10 will preclude either Party from seeking interim or provisional relief from a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement jurisdiction, including a temporary restraining order, preliminary injunction or other interim equitable relief, concerning a dispute either prior to or during any arbitration if necessary to protect the interests of such award andParty or to preserve the status quo pending the arbitration proceeding. Notwithstanding the Parties’ (or Coya’s or DRL Ltd.’s, as applicable) agreement to arbitrate, unless the Parties (or Coya or DRL Ltd., as applicable) agree in writing in any particular case, disputes between the Parties (or Coya or DRL Ltd., as applicable) relating to or arising out of, or for purposes which resolution depends in whole or in part on a determination of the enforcement of such awardinterpretation, scope, validity, enforceability or infringement of, Patent Rights, Know-How, or trademarks will not be subject to arbitration under this Agreement, and the parties irrevocably Parties (or Coya or DRL Ltd., as applicable) may pursue whatever rights and unconditionally submit remedies may be available to the jurisdiction of any them under law or equity, including litigation in a court of competent jurisdiction and waive any defenses jurisdiction, with respect to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent to disputes. Coya and DRL Ltd. hereby agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws 17.9 of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Original Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located deleted in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any wayits entirety.

Governing Law; Dispute Resolution. (a) This Limited Guarantee, and all claims or causes of action (whether at law or in equity, in contract or in tort) that may be based upon, arise out of or relate to this Limited Guarantee shall or the negotiation, execution or performance hereof, will be interpretedgoverned by, and construed and governed by and in accordance with with, the Laws of the State of New York without regard to the conflicts of law Law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New Yorkjurisdiction. (b) Any disputes, actions and proceedings against any party or Legal Proceeding arising out of or in any way relating to this Limited Guarantee shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) HKIAC and resolved in accordance with the Arbitration HKIAC Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b)13. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”)Arbitrators. The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the HKIAC Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto hereby consent to and agree that in addition to any recourse to arbitration as set out in this Section 10(b)13, any party hereto may, to the extent permitted under the Laws rules and procedures of the jurisdiction where application is madeHKIAC, seek an interim injunction from a court or other authority with competent jurisdiction andform of relief from the HKIAC as provided for in its HKIAC Rules. Such application shall also be governed by, notwithstanding that this Agreement is governed by and construed in accordance with, the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement shall be interpretedgoverned, interpreted and construed and governed by and in accordance with the Laws laws of the State of New York without regard Hampshire applicable to the conflicts of law principles thereof that would subject such matter agreements made and to the Laws of another jurisdiction other than the State of New Yorkbe fully performed therein. (b) Any disputesdispute, actions and proceedings against any party controversy or claim arising out of or in any way relating to this Limited Guarantee Agreement. or to a breach thereof, including its interpretation or performance, shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and finally resolved by arbitration. The arbitration shall be conducted in accordance with the commercial rules of the American Arbitration Rules of HKIAC in force at Association (AAA), which shall administer the relevant time (the “Rules”) arbitration and act as may be amended by this Section 10(b)appointing authority. The arbitration, including the rendering of the award, shall take place of in Manchester, New Hampshire, and shall be the exclusive forum for resolving such dispute, controversy or claim. The arbitration shall be Hong Kong. The official language of the arbitration shall conducted by three (3) arbitrators, one (1) to be English appointed by Summa Four, one (1) to be appointed by LLC and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be remaining arbitrator being nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or arbitrators so selected or, if they cannot agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified remaining arbitrator, by the Rules, such Arbitrator President of the AAA. The decision of the arbitrators shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be executory, final and binding upon the disputing partiesParties hereto, and the expense of the arbitration (including without limitation the award of attorneys' fees to the prevailing Party) shall be paid as the arbitrators determine. Any party to an Judgment upon the award of the arbitration may apply be entered in any court where the arbitration takes place or any court having jurisdiction thereof, and application may be made to any court of competent jurisdiction for enforcement of such award and, for purposes a judicial acceptance of the enforcement award or order of such award, the parties irrevocably and unconditionally submit enforcement. Notwithstanding anything contained in this Section 5.1(b) to the jurisdiction contrary, each Party shall have the right to institute judicial proceedings against the other Party or anyone acting by, through or under such other Party in order to enforce the instituting Party's rights hereunder through reformation of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction contract, specific performance, injunction or inconvenient forumsimilar equitable relief. (c) Notwithstanding In the foregoingevent of a breach or violation of any of the provisions hereof by either Party, the parties hereto consent non-breaching Party shall not have any right to and agree that in addition to any recourse to arbitration as set out in Section 10(b)terminate, any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court rescind or other authority with competent jurisdiction and, notwithstanding that revoke this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any wayAgreement.

Governing Law; Dispute Resolution. (a) This Limited Guarantee shall Agreement will be interpreted, construed and governed by and in accordance with the Laws laws of the State of New York Texas without regard to the conflicts conflict of law principles thereof principles. In the event of any dispute between the Issuer on the one hand, and MD Xxxxxxxx on the other (a “Dispute”), the parties agree that would subject such matter Dispute shall be first submitted for resolution for a period of ten (10) calendar days to designated senior officers of each of the parties who hold legal authority to resolve and settle such dispute. If any Dispute cannot be resolved and settled within such period, then to the Laws extent authorized by the law governing the power and authority of another jurisdiction other than each party, the State parties agree to submit such Dispute to full and binding arbitration that will be undertaken and conducted under the auspices of New Yorkthe American Arbitration Association by a panel of three (3) arbitrators pursuant to that organization’s Commercial Arbitration Rules then in effect, as modified by and subject to the following terms: (a) MD Xxxxxxxx, on the one hand, and the Issuer, on the other, will each choose one arbitrator and those two arbitrators will select the third arbitrator. (b) Any disputes, actions The fees and proceedings against any party or arising out expenses of or in any way relating to this Limited Guarantee the arbitrators shall be submitted borne in equal shares by the parties. (c) Each party shall bear the fees and expenses of its legal representation in the arbitration. (d) The arbitral tribunal shall not reallocate either the fees and expenses of the arbitrators or of the parties’ legal representation. (e) The arbitration shall be held in Nashville, Tennessee, USA which shall be the seat of the arbitration. (f) The arbitrators may not award, and no party may seek, indirect, incidental, consequential, punitive, exemplary, special, or enhanced damages, or prejudgment interest, or attorneys’ fees or costs, nor may the arbitrators apply any multiplier to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules any award of HKIAC in force at the relevant time (the “Rules”) and actual damages, except as may be amended required by this Section 10(b). statute. (g) The place arbitrators must issue a reasoned award, setting forth the arbitrators’ findings of arbitration shall be Hong Kong. The official language fact and conclusions of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators law. (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(sh) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal arbitrators may be entered in any court of competent jurisdiction. The award rendered by the arbitrators shall be final and binding upon on the disputing parties. Any party , except that the award is subject to an limited judicial review and vacatur for the following reasons only: (i) the award may apply to was procured by corruption, fraud, or undue means, (ii) the award was tainted by evidence of partiality or corruption by any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement arbitrators, (iii) the award was tainted by misconduct by any of such awardthe arbitrators, (iv) the arbitrators exceeded their powers, and/or (v) the award evidences a manifest disregard of the law or is contrary to public policy. If the parties irrevocably and unconditionally submit are unable to the jurisdiction of resolve a Dispute through binding arbitration, then any court of competent jurisdiction and waive any defenses lawsuit pertaining to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent Dispute that is brought by one party against another must be presented to and agree that decided by a state or federal court in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws home locale of the jurisdiction where application is madedefendant party (that being Houston, seek an interim injunction from a court or other authority with competent jurisdiction andTexas for MD Xxxxxxxx, notwithstanding that this Agreement is governed by and Boston, Massachusetts for the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any wayIssuer).

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement shall be interpretedgoverned by, and construed and governed by and 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 regard to the conflicts conflict of law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New Yorkprinciples. (b) Any disputes, actions and proceedings against any party or dispute arising out of of, or in connection with this Agreement or any way relating to transactions contemplated hereby or thereby, including any question regarding the existence, validity, interpretation, breach or termination of this Limited Guarantee Agreement (a “Dispute”), shall be submitted referred, upon written notice (a “Dispute Notice”) given by one party to the Hong Kong International Arbitration Centre other parties, to a senior executive from each party. The senior executives shall seek to resolve the Dispute on an amicable basis within thirty (30) days of the “HKIAC”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 accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and effect, as may be amended by this Section 10(b)15.11, which LCIA Rules are deemed to be incorporated by reference into this Section 15.11. The place seat, or legal place, of the arbitration shall be Hong KongLondon, England. The official language of the arbitration shall be English English. The number of arbitrators shall be three. Each party shall nominate one arbitrator and the arbitration tribunal two arbitrators nominated by the parties shall, within thirty (30) days of the appointment of the second arbitrator, agree upon and nominate a third arbitrator who shall consist act as Chairman of three arbitrators the Tribunal. If no agreement is reached within thirty (each30) days, an “Arbitrator”)the LCIA Court shall appoint a third arbitrator to act as Chairman of the Tribunal. The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman Chairman of the arbitration tribunalpanel 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 the claimant(s) or respondent(s) that a sole claimant or the first two Arbitrators shall fail claimant parties, on the one side, or a sole respondent or the respondent parties, on the other side, fails to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rulesits/their arbitrator, such Arbitrator arbitrator shall be appointed promptly by the HKIACLCIA Court. The arbitration tribunal shall have no authority to Any award punitive or other punitive-type damages. The award of issued by the arbitration tribunal arbitrators shall be final and binding upon the disputing parties, and, subject to this Section 15.11, may be entered and enforced in any court of competent jurisdiction by any of the parties. Any 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 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 award may 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 enforcement interim or conservatory measures, including, without limitation, to compel arbitration (an “Interim Relief Proceeding”). Furthermore, the parties agree that, after the formation of such award 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, for purposes of England with respect to the enforcement of any arbitral award rendered in accordance with this Section 15.11; and, with respect to any such awardsuit, the parties irrevocably and unconditionally submit action or proceeding, waives any objection that it may have to the jurisdiction courts of any court England located in London, England on the grounds of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the 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, as the case may be (and judgment on any such award may be entered in accordance with the provisions set forth in this Section 10(c15.11). (d) 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 Law Debenture Corporate Services Limited or their registered offices for the time being and by giving notice in accordance with Section 15.4. If Law Debenture Corporate Services Limited is only applicable 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 party shall be entitled to appoint such a person by written notice to the seeking other party. Nothing in this paragraph shall affect the right of interim injunctions and does not restrict the application of Section 10(b) parties to serve process in any wayother manner permitted by law.

Governing Law; Dispute Resolution. (a) This Limited Guarantee shall Agreement will be interpreted, construed and governed by and in accordance with the Laws laws of the State of New York Texas without regard to the conflicts conflict of law principles thereof principles. In the event of any dispute between the Issuer on the one hand, and MD Xxxxxxxx on the other (a “Dispute”), the parties agree that would subject such matter Dispute shall be first submitted for resolution for a period of ten (10) calendar days to designated senior officers of each of the parties who hold legal authority to resolve and settle such dispute. If any Dispute cannot be resolved and settled within such period, then to the Laws extent authorized by the law governing the power and authority of another jurisdiction other than each party, the State parties agree to submit such Dispute to full and binding arbitration that will be undertaken and conducted under the auspices of New Yorkthe American Arbitration Association by a panel of three (3) arbitrators pursuant to that organization’s Commercial Arbitration Rules then in effect, as modified by and subject to the following terms: (a) MD Xxxxxxxx, on the one hand, and the Issuer, on the other, will each choose one arbitrator and those two arbitrators will select the third arbitrator. (b) Any disputes, actions The fees and proceedings against any party or arising out expenses of or in any way relating to this Limited Guarantee the arbitrators shall be submitted borne in equal shares by the parties. (c) Each party shall bear the fees and expenses of its legal representation in the arbitration. (d) The arbitral tribunal shall not reallocate either the fees and expenses of the arbitrators or of the parties’ legal representation. (e) The arbitration shall be held in Nashville, Tennessee, USA which shall be the seat of the arbitration. (f) The arbitrators may not award, and no party may seek, indirect, incidental, consequential, punitive, exemplary, special, or enhanced damages, or prejudgment interest, or attorneys’ fees or costs, nor may the arbitrators apply any multiplier to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules any award of HKIAC in force at the relevant time (the “Rules”) and actual damages, except as may be amended required by this Section 10(b). statute. (g) The place arbitrators must issue a reasoned award, setting forth the arbitrators’ findings of arbitration shall be Hong Kong. The official language fact and conclusions of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators law. (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(sh) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal arbitrators may be entered in any court of competent jurisdiction. The award rendered by the arbitrators shall be final and binding upon on the disputing parties. Any party , except that the award is subject to an limited judicial review and vacatur for the following reasons only: (i) the award may apply to was procured by corruption, fraud, or undue means, (ii) the award was tainted by evidence of partiality or corruption by any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement arbitrators, (iii) the award was tainted by misconduct by any of such awardthe arbitrators, (iv) the arbitrators exceeded their powers, and/or (v) the award evidences a manifest disregard of the law or is contrary to public policy. If the parties irrevocably and unconditionally submit are unable to the jurisdiction of resolve a Dispute through binding arbitration, then any court of competent jurisdiction and waive any defenses lawsuit pertaining to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent Dispute that is brought by one party against another must be presented to and agree that decided by a state or federal court in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws home locale of the jurisdiction where application is madedefendant party (that being Houston, seek an interim injunction from a court or other authority with competent jurisdiction andTexas for MD Xxxxxxxx, notwithstanding that this Agreement is governed by and Germantown, Maryland for the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any wayIssuer).

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof thereof, except that would subject such matter the following matters arising out of or relating to this Agreement shall be interpreted, construed, performed, enforced and governed by and in accordance with the Laws of another the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the nonexclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of Merger Sub in the Surviving Company, the cancellation and conversion of the Shares as the case may be (including Shares represented by ADSs), the rights set forth in Section 238 of the CICL with respect to any Dissenting Shares, the fiduciary or other than duties of the State Company Board (and the Special Committee) and the board of New Yorkdirectors of Parent and Merger Sub and the internal corporate affairs of the Company, Parent and Merger Sub. (b) Any Subject to Section 9.08 and the last sentence of this Section 9.09(b), any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee Agreement shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b9.09(b) (the “Rules”). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

Governing Law; Dispute Resolution. (a) This Limited Guarantee LICENSE shall be interpreted, construed and governed by and construed in accordance with the Laws laws of *** in each case without reference to any rules of conflict of laws, except that matters pertaining to intellectual property rights and patents shall be governed by the laws of the State of New York without regard jurisdiction in which such intellectual property rights or patents exist. Any dispute between ADAPTIMMUNE and LTC pertaining to the conflicts interpretation of law principles thereof that would subject such matter to this LICENSE, or the Laws of another jurisdiction other than the State of New York. (b) Any disputesbreach thereof, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee shall be submitted to settled by binding arbitration in the Hong Kong International city of Washington, D.C., administered by the American Arbitration Centre Association (the “HKIACAAA”) and resolved in accordance with its commercial arbitration rules, and judgment on the Arbitration Rules of HKIAC in force at award rendered by the relevant time (the “Rules”) and as arbitrator may be amended by this Section 10(b)entered in any court having jurisdiction thereof. The place administrative charges, arbitrators’ fees, and related expenses of any arbitration shall be Hong Kongpaid equally by the PARTIES but each PARTY shall be responsible for any costs or expenses incurred in presenting such PARTY’s case to the arbitrators, such as attorney’s fees or expert witness fees. There shall be three arbitrators. Each PARTY shall appoint one arbitrator. The official language of third arbitrator shall act as the arbitration shall be English presiding arbitrator and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by agreement of the HKIACPARTY-appointed arbitrators. If no agreement on such appointment can be reached, the parties may ask AAA to make the appointment. The arbitration proceedings shall be conducted in English. The arbitration tribunal shall have no authority to award punitive or other punitive-type damagesapply AAA rules in effect at the time of the arbitration. In the event of a conflict between the provisions of this Section 14.1(a) and such AAA rules, the provisions of this Section 14.1(a) shall prevail. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may PARTIES and the winning PARTY may, at the cost and expense of the losing PARTY, apply to any court of competent jurisdiction for enforcement of such award andaward. The administrative charges, arbitrators’ fees, and related expenses of any arbitration shall be paid equally by the PARTIES, but each PARTY shall be responsible for purposes of any costs or expenses incurred in presenting such PARTY’s case to the enforcement of arbitrators, such awardas attorney’s fees or expert witness fees. (b) Notwithstanding the PARTIES’ agreement to arbitrate, the parties irrevocably and unconditionally submit PARTIES hereby agree that a PARTY may apply to the jurisdiction of any court of law or equity of competent jurisdiction and waive for specific performance or injunctive relief to enforce or prevent any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws violation of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws provisions of Article 13 of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any wayLICENSE.

Governing Law; Dispute Resolution. (ai) This Limited Guarantee Agreement shall be interpretedgoverned by, and construed and governed by and in accordance with with, the Laws laws of the State of New York without regard California, applicable to contracts executed in and to be performed entirely within that state; provided, however, that the conflicts Federal Arbitration Act shall apply in lieu of any arbitration law principles thereof or rules that would may now exist or hereafter be enacted dealing with the subject such matter to the Laws of another jurisdiction other than the State of New Yorkarbitration. (bii) Any disputesExcept as provided in Section 13(c) hereof, actions and proceedings against any party or all disputes arising out of or in connection with this Agreement or any way relating to this Limited Guarantee shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved relationship created by or in accordance with this Agreement shall be finally settled under the Arbitration Rules of HKIAC in force at Arbitration of the relevant time International Chamber of Commerce (the “Rules”) by three arbitrators. Judgment on the award rendered by the panel of arbitrators shall be binding upon the Parties and as may be amended by this Section 10(b)entered in any court having jurisdiction thereof. The Company, Parent and Seller, on the one hand, shall nominate one arbitrator, and the Purchaser, on the other hand, shall nominate one arbitrator. The arbitrators so nominated shall jointly nominate the third arbitrator within fifteen (15) days following the confirmation of both Party-nominated arbitrators. If the Party-nominated arbitrators cannot agree on the third arbitrator, then such third arbitrator shall be selected as provided in the Rules. The place of the arbitration and all hearings and meetings shall be New York, New York unless all Parties to the arbitration otherwise agree. The arbitrator shall apply the governing law as set forth in this Agreement. The language of the arbitral proceedings shall be English. The arbitrators shall not issue any award, grant any relief or take any action that is prohibited by or inconsistent with the provisions of this Agreement. For the avoidance of doubt, the arbitrators may include attorney’s fees in any award. The arbitrators may order the pre-hearing production or exchange of documentary evidence and may require written submissions from the Parties, but may not otherwise order pre-hearing depositions or discovery. Unless the Parties otherwise agree, the arbitrators shall not have the power to appoint experts. The Federal Rules of Evidence shall apply to the arbitration. Each Party shall bear its own attorney’s fees in connection with any arbitral proceedings. (iii) No arbitration pursuant to this Section 13(b) shall be commenced until the Party intending to request arbitration has first given thirty (30) days written notice of its intent to the other Parties and has offered to meet and confer with one or more responsible executives of such other Parties in an effort to resolve the dispute(s) described in detail in such written notice. If one or more responsible executives of the Company, Parent and Seller, on the one hand, and the Purchaser, on the other hand, agree, within thirty (30) days after receipt of such written notice, to meet and confer with the requesting Party, then no arbitration shall be Hong Kong. The official language of commenced until the arbitration shall be English executives have met and conferred in an effort to resolve the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(sdispute(s) or respondent(suntil sixty (60) or days has elapsed from the first two Arbitrators date such written notice has been given. (iv) The provisions of this Section 13(b) shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall not be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any construed as prohibiting any party to an award may apply this Agreement from applying pursuant to Section 13(c) hereof to any court of competent jurisdiction for enforcement such specific performance, injunctive and/or other equitable relief as may be necessary to protect that party from irreparable harm or injury or to preserve the status quo pending resolution of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient foruma dispute. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement shall be interpreted, construed and governed by and construed in accordance with the Laws laws of the State of New York without regard to the conflicts of law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New YorkTexas. (b) Any disputes, actions and proceedings against The Parties shall attempt in good faith to resolve any party dispute or difference of any kind whatsoever between the Parties or any of their affiliates arising out of or in connection with or in relation to this Agreement, including any way claims arising out of or relating to this Limited Guarantee Agreement, whether in contract, tort, statutory, or otherwise, and including any claims regarding the existence, scope, validity, breach, or termination of this Agreement (each, a “Dispute”), by mutual agreement. (c) If any Dispute cannot be resolved by mutual agreement, the Dispute shall be submitted finally settled by arbitration pursuant to the Hong Kong International Arbitration Centre procedures set forth in this Section 11. (d) The arbitral tribunal (the “HKIACTribunal”) shall be composed of three (3) arbitrators. Manager and resolved Owner shall each appoint an arbitrator within thirty (30) days of the date of a request to initiate arbitration, and the two (2) appointed arbitrators shall then jointly appoint a third arbitrator within thirty (30) days of the appointment of the second arbitrator, to act as chairman of the Tribunal. Arbitrators not appointed within the time limits set forth in the preceding sentence shall be appointed by the American Arbitration Association at the request of either Owner or Manager. (e) The arbitration shall be conducted in accordance with the Arbitration then-existing Rules of HKIAC in force at the relevant time Arbitration (the “Rules”) and as may be amended by this Section 10(b)of the American Arbitration Association. The place of arbitration shall take place in Dallas, Texas and be Hong Kongconducted in the English language. The official language Tribunal shall apply the substantive law of Texas (exclusive of choice of law principles) in resolving the Dispute. Issues relating to the conduct of the arbitration and enforcement of any award shall be English governed by the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York Convention) and, to the arbitration tribunal shall consist of three arbitrators (eachextent applicable, an “Arbitrator”)the Federal Arbitration Act, 9 U.S.C. §§ 1-16. The claimant(s), irrespective of number, American Arbitration Association shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall not serve as chairman administrator of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators arbitration; its sole function shall fail be to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator appoint arbitrators not appointed within the time limits specified by the Rules, such Arbitrator as set forth in Section 11(d). (f) Any monetary award shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damagesin United States dollars. The award of the Tribunal shall be kept confidential, and no Party shall disclose the award or the substance of the award or any portion thereof to any other person or entity, except to the extent necessary to comply with any applicable law, regulation, or order of any court, agency, or regulatory authority, or to make appropriate filings with any stock exchange or in court proceedings relating to any application concerning the award that is made by any party; provided, however, that the award may be disclosed to any affiliate, shareholder, member, or lender of any Party to the arbitration tribunal if such affiliate, shareholder, member, or lender agrees to maintain the confidentiality of the award to the extent required by this Section 11 (f). The arbitrator shall not have the authority to award punitive, special, exemplary, incidental, indirect, or consequential damages, regardless of whether a claim is based on contract, tort (including negligence), strict liability, violation of any applicable deceptive trade practices act or similar law, or any other legal or equitable principle. (g) The award rendered and any arbitration commenced hereunder shall be final and binding upon the disputing parties. Any party to an award Parties, and a judgment thereon may apply to be entered in any court of competent having jurisdiction for enforcement of such award andits enforcement (h) The obligation to arbitrate under this Section 11 is binding on the Parties and their affiliates, for successors, and assigns. For purposes of the enforcement of appointing arbitrators, any Party and its affiliates, successors, and assigns shall jointly appoint such awardParty’s arbitrator. Each Party agrees that, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in failing mutual agreement In accordance with Section 10(b1l(b), any party may, to the extent permitted arbitration under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) 11 is only applicable the exclusive method for resolving any Dispute and that such Party and its affiliates will not commence any action or proceeding concerning a Dispute, except to enforce the seeking of interim injunctions and does not restrict the application of Section 10(b) in any wayaward or to compel arbitration.

Governing Law; Dispute Resolution. (a) a. This Limited Guarantee Cooperation Agreement shall be interpreted, construed and exclusively governed by and in accordance with the Laws of the State of New York without regard to the conflicts law, excluding its conflict of law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New Yorkrules. (b) b. Any disputesdispute, actions and proceedings against any party controversy or claim arising out of or in any way relating to this Limited Guarantee Cooperation Agreement or the breach, termination, enforcement, interpretation or validity thereof, including determination of the scope or applicability of this agreement to arbitrate, shall be submitted determined by arbitration in New York, New York before three arbitrators. Within 15 days after the commencement of arbitration, each Party shall select one person to act as arbitrator, and the Hong Kong International Arbitration Centre (two so selected shall select a third arbitrator within 30 days of the “HKIAC”) and resolved commencement of the arbitration. If the arbitrators selected by the parties are unable or fail to agree upon the third arbitrator within the allotted time, the third arbitrator shall be appointed by JAMS in accordance with the its rules. All arbitrators shall serve as neutral, independent and impartial arbitrators. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction, provided that the foregoing shall not preclude Parties from seeking provisional remedies in aid of HKIAC arbitration from a court of appropriate jurisdiction. The arbitrator may award declaratory or injunctive relief only in force at favor of the relevant time individual Party seeking relief and only to the extent necessary to provide relief warranted by that Party’s individual claim. The Parties agree that a Party may bring claims only in its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Further, unless the Parties agree otherwise, the arbitrator may not consolidate more than one Party’s claims, and may not otherwise preside over any form of a representative or class proceeding. If applicable law precludes enforcement of any provisions of this Section 7(b) as to an individual claim for relief, then that claim (and only that claim) must be severed from any arbitration and may be brought in court. The Parties acknowledge that this Agreement evidence transactions involving interstate commerce. Notwithstanding Section 7(a) above, any arbitration conducted pursuant to the “Rules”) terms of this Cooperation Agreement shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16). The Parties shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing, except as may be amended by this Section 10(b). The place of arbitration shall be Hong Kong. The official language of necessary to prepare for or conduct the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree hearing on the joint nomination of an Arbitrator merits, or the third Arbitrator within the time limits specified by the Rulesexcept as may be necessary in connection with a court application for a preliminary remedy, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party a judicial challenge to an award may apply to any court or its enforcement, or unless otherwise required by law or judicial decision. [Remainder of competent jurisdiction for enforcement of such award andpage left blank intentionally, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based signatures appear on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.next page]

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement shall be interpreted, construed and governed by and construed in accordance with the Laws of the State of New York York, without regard to the principles of conflicts of law principles thereof that would subject such matter to the Laws of another jurisdiction other than the State of New Yorkthereof. (b) Any disputesdispute, actions and proceedings against any party claim, controversy or difference arising out of or in connection with this Agreement or the transactions contemplated hereby, including any way relating to this Limited Guarantee question regarding its existence, validity, interpretation, performance or termination or any dispute regarding any noncontractual obligation arising out of or in connection with it (a “Dispute”), shall be submitted to determined by arbitration administered by the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the HKIAC Administered Arbitration Rules then in effect. The award may be entered in any Court having competent jurisdiction thereof. (c) There shall be three (3) arbitrators. The Company and the Investors agree that one arbitrator shall be designated by the claimant side of HKIAC in force at the relevant time any arbitration (the “Rules”whether there are one or more claimants) and as may one arbitrator shall be amended designated by this Section 10(bthe respondent side of any arbitration (whether there are one or more respondents). Such arbitrators shall be designated within twenty (20) days of receipt by respondent (or respondents as the case may be) of the notice of arbitration; the third, presiding, arbitrator shall be designated by agreement of the two (2) party-appointed arbitrators within fourteen (14) days of the selection of the party-appointed arbitrators. (d) The seat or place of arbitration shall be Hong Kong. The official language of the arbitration shall be English English. (e) This agreement to arbitrate shall be binding upon the Company and the arbitration tribunal shall consist of three arbitrators (eachInvestors, an “Arbitrator”)and their respective successor and assigns. The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal arbitrators shall have no authority to award consequential, special or punitive or other punitive-type damages. The arbitrators shall award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction prevailing party, if any, as determined by the arbitrators, its reasonable attorneys’ fees and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forumcosts. (cf) Notwithstanding Except as may be required by Law, no party hereto may disclose the foregoingexistence, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, content (including all submissions made to the extent permitted under arbitral tribunal and the Laws transcript of any proceedings) or any and all orders, decisions, and awards issued by the arbitral tribunal without the prior written consent of the jurisdiction where application is madeother party hereto, unless necessary to protect or pursue a legal right, including the right to seek an interim injunction from a court or other authority with competent jurisdiction andannulment, notwithstanding that this Agreement is governed by the Laws recognition, and/or enforcement of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any wayaward.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement shall be interpretedconstrued in accordance with, construed and governed by and in accordance with all respects by, the Laws laws of the State of New York (without regard giving effect to the principles of conflicts of law principles thereof laws that would subject such matter to require the Laws application of another jurisdiction any other than the State of New Yorklaw). (b) Any disputesFollowing the Closing, actions and proceedings against except with respect to any claim seeking injunctive relief hereunder or any dispute pursuant to Section 4.01(f) hereof, in the event of any controversy or claim arising out of, relating to or in connection with any provision of this Agreement or the rights or obligations of the parties hereunder, the parties will try to settle their differences amicably between themselves as contemplated herein. To the extent not provided for herein, any party may, following the Closing, initiate such informal dispute resolution by sending written notice of the dispute to the other party, and within [***] after such notice, the Chief Executive Officer (or arising out his or her designee) of the applicable Buyer (or in any way relating an Affiliate of such Buyer) will meet with the Chief Executive Officer (or his or her designee) of the Seller, for attempted resolution by good faith negotiations. If such Persons are unable to this Limited Guarantee resolve promptly such disputed matter, such dispute shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved finally settled by arbitration in accordance with the commercial arbitration rules of the American Arbitration Rules of HKIAC Association (“AAA”), then in force at and the relevant time Federal Arbitration Act, 9 U.S.C. § 1 et seq., by three (3) arbitrators (the “RulesArbitrators”) and as may be amended by this Section 10(b)appointed in accordance with said rules, provided that the appointed arbitrators shall have appropriate experience in the biopharmaceutical industry. The place of arbitration shall be Hong KongNew York, New York, and the Arbitrators shall decide the dispute in accordance with the substantive law of the State of New York. The official language of Arbitrators, by accepting their appointment, undertake to conduct the arbitration process such that the award shall be English rendered within [***] of their appointment and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon all parties participating in such arbitration. The judgment rendered by the disputing partiesarbitrators may, at the arbitrator’s discretion, include costs of arbitration, reasonable attorneys’ fees and reasonable costs for any expert and other witnesses. Any party to an Judgment upon the award may apply 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. Notwithstanding the foregoing, any disputes regarding the scope, validity, enforceability or inventorship of any patents or patent applications shall be submitted for final resolution by a court of competent jurisdiction for enforcement jurisdiction. Any period of limitations or Survival Period that would otherwise expire between the initiation of the procedures described in this Section 13.10(b) and the conclusion of such award and, for purposes of procedures shall be extended until [***] following the enforcement conclusion of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forumprocedures. (c) Notwithstanding Subject to Section 4.01(f) and this Section 13.10, and prior to the foregoingClosing, the parties hereto Parties consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws exclusive jurisdiction of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by Federal courts and the Laws State courts of the State of New York, a court or authority hearing an application in each case, located in the borough of Manhattan, City of New York (the “New York Courts”) for injunctive relief may apply the procedural Law resolution of all disputes and controversies related to this Agreement. Prior to the Closing, each of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(cParties (i) is only applicable consents to the seeking exclusive jurisdiction of interim injunctions and does not restrict the application of Section 10(b) such court in any wayAction or Proceeding relating to or arising out of this Agreement or the transactions contemplated herein; (ii) waives any objection that it may have to the laying of venue in any such Action or Proceeding; and (iii) agrees that service of any court paper may be made in such manner as may be provided under applicable Laws or court rules. Following the Closing, the Parties consent to the exclusive jurisdiction of the New York Courts for any action in aid of arbitration, for provisional relief of the status quo or to prevent irreparable harm prior to the appointment of the Arbitrators in Section 13.10(b) above, and to the non-exclusive jurisdiction of the New York Courts for any action to enter or enforce any arbitral award entered in connection with this Agreement. THE PARTIES HEREBY IRREVOCABLY WAIVE, AND AGREE TO CAUSE THEIR RESPECTIVE AFFILIATES TO WAIVE, THE RIGHT TO TRIAL BY JURY IN SUCH ACTIONS. (d) The Parties agree that irreparable damage may occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties may ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. be entitled to a temporary injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any court specified in Section 13.10(c) or an arbitral tribunal specified in Section 13.10(b), or to a permanent injunction in addition to any other remedy to which they are entitled at law or in equity.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement, and the rights and obligations of each and all of the Partners hereunder, shall be interpreted, construed and governed by and construed in accordance with the Laws laws of the State of New York Delaware, without regard to conflict of laws rules thereof. (b) Subject to Section 9.7(c), any dispute, controversy, suit, action or proceeding arising out of or relating to this Agreement will be settled exclusively by arbitration, conducted before a single arbitrator in New York County, New York (applying Delaware law) in accordance with, and pursuant to, the conflicts applicable rules of law principles thereof that would subject such matter JAMS (“JAMS”). The decision of the arbitrator will be final and binding upon the parties hereto. Any arbitral award may be entered as a judgment or order in any court of competent jurisdiction. Either party may commence litigation in court to obtain injunctive relief in aid of arbitration, to compel arbitration, or to confirm or vacate an award, to the Laws extent authorized by the United States Federal Arbitration Act or the New York Arbitration Act. The party that is determined by the arbitrator not to be the prevailing party will pay all of another the JAMS administrative fees, the arbitrator’s fee and expenses. Each party shall be responsible for such party’s attorneys’ fees. If neither party is so determined, such fees shall be shared. Each party shall be responsible for such party’s attorneys’ fees. IF THIS AGREEMENT TO ARBITRATE IS HELD INVALID OR UNENFORCEABLE THEN, TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTNER AND THE PARTNERSHIP WAIVE AND COVENANT THAT THE PARTNER AND THE PARTNERSHIP WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER NOW OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREE THAT ANY OF THE PARTNERSHIP OR ANY OF ITS AFFILIATES OR THE PARTNER MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTNERSHIP AND ITS AFFILIATES, ON THE ONE HAND, AND THE PARTNER, ON THE OTHER HAND, IRREVOCABLY TO WAIVE THE RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN SUCH PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THAT ANY PROCEEDING PROPERLY HEARD BY A COURT UNDER THIS AGREEMENT WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY. (c) Nothing in this Section 9.7(c) will prevent the General Partner or a Limited Partner from applying to a court for preliminary or interim relief or permanent injunction in a judicial proceeding (e.g., injunction or restraining order to enforce any restrictive covenants against a Limited Partner), in addition to and not in lieu of any other remedy to which it may be entitled at law or in equity, if such relief from a court is necessary to preserve the status quo pending resolution or to prevent serious and irreparable injury in connection with any breach or anticipated breach of covenants applicable pursuant to a Limited Partner’s Award Letter; provided, that all parties explicitly waive all rights to seek preliminary, interim, injunctive or other relief in a judicial proceeding and all parties submit to the exclusive jurisdiction of the forum described in Section 9.7(b) hereto for any dispute or claim concerning continuing entitlement to distributions or other than payments, even if such dispute or claim involves or relates to any restrictive covenants set forth in a Limited Partner’s Award Letter. For the purposes of this Section 9.7(c), each party hereto consents to the exclusive jurisdiction and venue of the courts of the state and federal courts within the County of New York in the State of New York. (b) Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement and all disputes ---------------------------------- hereunder shall be interpreted, construed and governed by and in accordance with the Laws substantive law of the State of New York York, without regard to the conflicts of law principles thereof that would provisions therein, and the parties hereby expressly consent to be subject such matter to the Laws jurisdiction of another jurisdiction other than the courts of the State of New York. (b) Any disputes. In the event of a dispute regarding any matter under this Agreement which cannot be resolved by the parties, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee the dispute shall be submitted referred to a Vice President of AT&T and a Vice President of UIT, who will attempt to resolve the Hong Kong International Arbitration Centre (dispute within 10 business days of such referral date. If such officers resolve the “HKIAC”) and dispute they shall set forth in writing the resolution. If such officers are unable to resolve the dispute within such 10 business day period, the parties shall further seek to resolve the dispute pursuant AT&T/UIT - Confidential UIT-PPO-RJS-June 17, 1999 to arbitration as set forth below. All disputes hereunder which cannot be amicably resolved by the parties as described above, except those solely concerned with AT&T's intellectual property rights in the AT&T WorldNet Software or UIT's intellectual property rights in the Bundled UIT Product shall be settled exclusively by binding arbitration in accordance with the Commercial Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b)American Arbitration Association. The place of arbitration shall be Hong Kongheld in New York City, New York and shall be conducted by a single arbitrator who shall be a lawyer familiar with computer software development and license agreements. The official language decision of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal arbitrator shall be final and binding upon the disputing partiesparties and may be enforced by either party in any court of competent jurisdiction. Any Each party shall bear the cost of preparing and presenting its case. The costs of the arbitration, including the fees and expenses of the arbitrator, will be shared equally by the parties unless the award otherwise provides. This provision shall not be construed to an award may apply to prohibit either party from seeking preliminary or permanent injunctive relief in any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that not prohibited by this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any wayAgreement.

Governing Law; Dispute Resolution. (a) This Limited Guarantee Agreement shall be interpreted, construed and governed by and construed in accordance with the Laws laws of the State of New York without regard York, except that the following matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the conflicts nonexclusive jurisdiction of law principles thereof that would subject such matter the courts of the Cayman Islands: the Merger, the vesting of the undertaking, property and liabilities of each of Merger Sub and the Company in the Surviving Company, the cancellation of the Shares (including Shares represented by ADSs), the rights provided for in Section 238 of the CICA with respect to any Dissenting Shares, the Laws fiduciary or other duties of another jurisdiction other than the State Company Board and the directors of New YorkMerger Sub and the internal corporate affairs of the Company and Merger Sub. (b) Any disputesSubject to ‎Section 9.08, actions Section 9.09(a) and proceedings the last sentence of this ‎Section 9.09(b), any Actions against any party or arising out of or in any way relating to this Limited Guarantee Agreement shall be submitted to the Hong Kong International Arbitration Centre (the “HKIAC”) and resolved in accordance with the Arbitration Rules arbitration rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 10(b)‎Section 9.09. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, ) shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, ) shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree on the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rulesarbitration rules of HKIAC, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. (c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.