Common use of Governing Laws and Dispute Resolution Clause in Contracts

Governing Laws and Dispute Resolution. 13.1 The signing, effectiveness, interpretation, performance, modification and termination of this Agreement as well as dispute resolution hereunder shall be governed by the PRC laws. 13.2 In case that any dispute occurs in interpreting and performing this agreement, the Parties of this agreement shall firstly try to resolve it through negotiation in good faith. If the Parties fail to reach a consensus on such dispute resolution through negotiation within thirty(30) days as required by any Party, any Party may submit such dispute to the China International Economic and Trade Arbitration Commission, which will resolve the dispute through arbitration according to current effective arbitration rules. The arbitration shall be performed in Beijing in Chinese. The arbitration awards shall be final and binding upon all Parties. The arbitration tribunal may decide upon compensation with respect to Party C’s rights in the Equity Interest, assets or property, or compensate the Pledgee for the losses resulting from other Parties’ breach of this agreement, adjudicate compulsory remedies or order Party C to go bankrupt regarding related businesses or compulsory asset transfer. After arbitration awards take effects, any Party shall be authorized to apply to a competent court for enforcing arbitration awards. If necessary, arbitration organizations shall have rights to firstly ask the breaching party to immediately stop its defaults before giving the final awards on disputes of all Parties concerned, or prohibit the breaching party from conducting acts which might aggravate the Pledgee’s losses. Courts of Hong Kong, Cayman Islands or other competent courts (including courts of the place where Party C lives, or courts of the place where Party C’s or the Pledgee’s main assets are) shall have rights to grant or execute awards of an arbitration tribunal. They shall have rights to adjudicate or enforce temporary relief with respect to Party C’s rights and interests in the Equity Interest or property. They shall also have rights to offer temporary relief to the party making a request for arbitration by giving awards or judgments before the tribunal court forms. For instance, the breaching party may be ordered by way of court judgment or arbitrated award to immediately suspend their breaches or conduct which might further aggravate the Pledgee’s losses. 13.3 When any dispute occurs in interpreting or performing this Agreement, or any dispute is under arbitration, Parties of this Agreement shall continue to exercise their rights and performing their respective obligations under this Agreement except for disputed matters. 13.4 If any law of the PRC, rule or regulation is promulgated or revised after the date of signing this agreement, or the interpretation or applicability of such law, rule or regulation changes, the following provisions shall apply: In the case of PRC laws(a) if the revised laws or newly promulgated rules are more preferential for any Party as compared to laws, rules or regulations in effect at the time this Agreement was executed without imposing material adverse impacts upon other Parties, the Parties of this Agreement shall promptly apply for obtaining benefits from such modifications or new rules and try their best to have the application approved; or (b) the original articles of this Agreement shall prevail if such revised laws or newly enacted rules directly or indirectly impose material adverse impacts upon any Party’s economic interests under this Agreement. The Parties shall seek to be exempted from these revised laws or new rules by all lawful means. If the adverse impacts on any Party’s economic benefits cannot be alleviated according to this Agreement, all Parties shall promptly negotiate with each other and make all necessary revisions to this Agreement after the affected party notifies all other Parties and protect the affected party’s economic interests.

Governing Laws and Dispute Resolution. 13.1 8.1 The signing, effectivenessvalidation, interpretation, performance, modification performance and termination of this Agreement as well as dispute resolution hereunder of the Agreement shall be governed by the PRC lawsChinese laws and regulations. 13.2 In case that 8.2 The Parties shall attempt in the first instance to resolve any and all the disputes under the Agreement through friendly negotiations. If any dispute occurs in interpreting and performing this agreement, is not resolved by friendly negotiations within thirty days after the Parties occurrence of this agreement shall firstly try to resolve it through negotiation in good faith. If the Parties fail to reach a consensus on such dispute resolution through negotiation within thirty(30) days as required by any Partydispute, any Party may submit such the dispute to Beijing Arbitration Commission for arbitration by the China International Economic and Trade arbitral tribunal consisting of one arbitrator in accordance with the Arbitration CommissionRules of Beijing Arbitration Commission in effect at the time of applying for arbitration. The arbitrator shall be appointed jointly by the Parties within ten days after the acceptance of arbitration notice, which will resolve or by Beijing Arbitration Commission if the dispute through arbitration according to current effective arbitration rulesarbitrator is not appointed by the Parties within the specified time. The arbitration shall be performed in Beijing in Chinese. The arbitration awards award shall be final and binding upon all on the Parties. The arbitration tribunal may decide upon compensation with respect During the pending arbitration, except for the matters or obligations under dispute, the Parties shall continue performing other obligations under the Agreement. Subject to Party C’s rights in the Equity InterestChinese laws, the arbitrator has the right to make an appropriate award according to the factual conditions to give to Baina Zhiyuan (Beijing) appropriate legal remedies, including: (1) remedies against the equity or assets or propertyof the Target Company; (2) injunctive relief, such as requirements for the operation of the Target Company, or compensate the Pledgee compulsory transfer of the assets of the Target Company; or (3) arbitration award for the losses resulting from other Parties’ breach liquidation of this agreementthe Target Company. 8.3 Subject to the Chinese laws, adjudicate compulsory remedies before the establishment of arbitral tribunal by Beijing Arbitration Commission in accordance with Arbitration Rules or order Party C to go bankrupt regarding related businesses or compulsory asset transfer. After arbitration awards take effectsunder appropriate circumstances, any Party shall be authorized to apply to a competent court for enforcing arbitration awards. If necessary, arbitration organizations of the courts having jurisdiction at the following locations shall have rights the right to firstly ask make temporary relief measures to support the breaching party to immediately stop its defaults before giving arbitration: (1) Hong Kong Special Administrative Region; (2) Cayman Islands; (3) registration place of the final awards on disputes Target Company or domicile of all Parties concerned, or prohibit the breaching party from conducting acts which might aggravate the Pledgee’s losses. Courts of Hong Kong, Cayman Islands or other competent courts Shareholders; and (including courts of 4) the place where Party C lives, or courts of the place where Party C’s or the Pledgee’s main assets areof MoboTap Inc., the Target Company or shareholders are located. 8.4 The documents concerning the proceedings, legal actions or procedures (“judicial procedures”) shall have rights to grant arising out of or execute awards of an arbitration tribunal. They shall have rights to adjudicate or enforce temporary relief with respect to Party C’s rights and interests in the Equity Interest or property. They shall also have rights to offer temporary relief relating to the party making a request for arbitration Agreement and the documents required by giving awards or judgments before the tribunal court forms. For instance, the breaching party judicial procedures may be ordered by way of court judgment or arbitrated award sent to immediately suspend their breaches or conduct which might further aggravate the Pledgee’s losses. 13.3 When any dispute occurs in interpreting or performing this Agreement, or any dispute is under arbitration, Parties of this Agreement shall continue to exercise their rights and performing their respective obligations under this Agreement except for disputed matters. 13.4 If any law of the PRC, rule or regulation is promulgated or revised after the date of signing this agreement, or the interpretation or applicability of such law, rule or regulation changes, the following provisions shall apply: In the case of PRC laws(a) if the revised laws or newly promulgated rules are more preferential for any Party as compared to laws, rules or regulations in effect at the time this Agreement was executed without imposing material adverse impacts upon other Parties, the Parties of this Agreement shall promptly apply for obtaining benefits from such modifications or new rules and try their best to have the application approved; or (b) the original articles of this Agreement shall prevail if such revised laws or newly enacted rules directly or indirectly impose material adverse impacts upon any Party’s economic interests under this Agreement. The Parties shall seek to be exempted from these revised laws or new rules by all lawful means. If the adverse impacts on any Party’s economic benefits cannot be alleviated according to this Agreement, Article 12.7 hereof. This Article is applicable to all Parties shall promptly negotiate with each other and make all necessary revisions to this Agreement after the affected party notifies all other Parties and protect the affected party’s economic interestsjudicial procedures taken at any time.

Governing Laws and Dispute Resolution. 13.1 10.1 The signing, effectiveness, interpretation, performance, modification and termination of this Agreement as well as dispute resolution hereunder shall be governed by the PRC laws. 13.2 10.2 In case that any dispute occurs in interpreting and performing this agreementAgreement, the Parties of this agreement Agreement shall firstly try to resolve it through negotiation in good faithfriendly negotiation. If the Parties fail to reach a consensus on such dispute resolution through negotiation within thirty(30thirty (30) days as required by any Partyparty, any Party party may submit such dispute to the China International Economic and Trade Arbitration Commission, which will resolve the dispute through arbitration according to current effective arbitration rules. The arbitration shall be performed in Beijing in Chinese. The arbitration awards shall be final and binding upon on all Parties. After arbitration awards take effect, any party shall be authorized to apply to a competent court for enforcing arbitration awards. The arbitration tribunal may decide upon compensation with respect to Party C’s rights and interests in the Equity Interest, assets or property, or compensate the Pledgee Party A for the losses resulting from other Parties’ breach of this agreementAgreement, adjudicate compulsory remedies or order Party C to go bankrupt regarding related businesses or compulsory asset transfer. After arbitration awards take effects, any Party shall be authorized to apply to a competent court for enforcing arbitration awards. If necessary, arbitration organizations shall have rights to firstly ask the breaching party Defaulting Party to immediately stop its defaults before giving the final awards on disputes of all Parties concerned, or prohibit the breaching party Defaulting Party from conducting acts which might aggravate the PledgeeParty A’s losses. Courts of Hong Kong, Cayman Islands or other competent courts (including courts of the place where Party C lives, or courts of the place where Party C’s or the PledgeeParty A’s main assets are) shall have rights to grant or execute awards of an arbitration tribunal. They shall have rights to adjudicate or enforce temporary relief with respect to Party C’s rights and interests in the Equity Interest or property. They shall also have rights to offer temporary relief to the party making a request for arbitration by giving awards or judgments before the tribunal court forms. For instance, the breaching party Defaulting Party may be ordered by way of court judgment adjudicated or arbitrated award to immediately suspend their breaches or forbidden to conduct any act which might further aggravate the PledgeeParty A’s losses. 13.3 10.3 When any dispute occurs in interpreting or performing this Agreement, or any dispute is under arbitration, all Parties of this Agreement shall continue to exercise exercising their rights and performing their respective obligations under this Agreement hereunder except for disputed matters. 13.4 10.4 If any law of the PRClaw, rule or regulation is of the PRC are promulgated or revised after the date of signing this agreementAgreement, or the interpretation or applicability of such lawlaws, rule rules or regulation regulations changes, the following provisions shall apply: In in the case of the PRC laws(alaws permitting (a) if If the revised laws or newly promulgated rules are more preferential beneficial for any Party as compared to party than pertinent laws, rules or regulations in effect at the time which take effects after signing this Agreement was executed without imposing material adverse impacts upon other Parties, the Parties of this Agreement shall promptly apply for obtaining gaining benefits from such modifications or new rules and try their best to have the application approved; or (b) the The original articles clauses of this Agreement agreement shall further prevail if such revised laws or newly enacted rules directly or indirectly impose material adverse impacts upon any Partyparty’s economic interests under this Agreementbenefits hereunder. The Parties shall seek try to be exempted exempt from obeying these revised laws or new rules by all lawful means. If the adverse impacts on any Partyparty’s economic benefits cannot can’t be alleviated according to this Agreement, all Parties shall promptly negotiate with each other and make all necessary revisions to this Agreement after the affected party notifies all other Parties Parties, in order to perform all such requisite revisions and protect the affected party’s economic interestsbenefits.

Governing Laws and Dispute Resolution. 13.1 7.1 The signingconclusion, effectivenessvalidity, interpretation, performance, modification interpretation and termination of this Agreement as well as dispute resolution hereunder of the Agreement shall be governed by the PRC Chinese laws. 13.2 In case that 7.2 The Parties shall attempt in the first instance to resolve any and all the disputes under the Agreement through friendly negotiations. If any dispute occurs in interpreting and performing this agreement, is not resolved by friendly negotiations within thirty days after the Parties occurrence of this agreement shall firstly try to resolve it through negotiation in good faith. If the Parties fail to reach a consensus on such dispute resolution through negotiation within thirty(30) days as required by any Partydispute, any Party may submit such the dispute to Beijing Arbitration Commission for arbitration by the China International Economic and Trade arbitral tribunal consisting of one arbitrator in accordance with the Arbitration CommissionRules of Beijing Arbitration Commission in effect at the time of applying for arbitration. The arbitrator shall be appointed jointly by the Parties within ten days after the acceptance of arbitration notice, which will resolve or by Beijing Arbitration Commission if the dispute through arbitration according to current effective arbitration rulesarbitrator is not appointed by the Parties within the specified time. The arbitration shall be performed in Beijing in Chinese. The arbitration awards award shall be final and binding upon all on the Parties. The arbitration tribunal may decide upon compensation with respect During the pending arbitration, except for the matters or obligations under dispute, the Parties shall continue performing other obligations under the Agreement. Subject to Party C’s rights in the Equity InterestChinese laws, the arbitrator has the right to make an appropriate award according to the factual conditions to give to Baina Zhiyuan (Beijing) appropriate legal remedies, including: (1) remedies against the equity or assets or propertyof the Target Company; (2) injunctive relief, such as requirements for the operation of the Target Company, or compensate the Pledgee compulsory transfer of the assets of the Target Company; or (3) arbitration award for the losses resulting from other Parties’ breach liquidation of this agreementthe Target Company. 7.3 Subject to the Chinese laws, adjudicate compulsory remedies before the establishment of arbitral tribunal by Beijing Arbitration Commission in accordance with Arbitration Rules or order Party C to go bankrupt regarding related businesses or compulsory asset transfer. After arbitration awards take effectsunder appropriate circumstances, any Party shall be authorized to apply to a competent court for enforcing arbitration awards. If necessary, arbitration organizations of the courts having jurisdiction at the following locations shall have rights the right to firstly ask make temporary relief measures to support the breaching party to immediately stop its defaults before giving arbitration: (1) Hong Kong Special Administrative Region; (2) Cayman Islands; (3) registration place of the final awards on disputes Target Company or domicile of all Parties concerned, or prohibit the breaching party from conducting acts which might aggravate the Pledgee’s losses. Courts of Hong Kong, Cayman Islands or other competent courts Shareholders; and (including courts of 4) the place where Party C lives, or courts of the place where Party C’s or the Pledgee’s main assets areof MoboTap Inc., the Target Company or shareholders are located. 7.4 The documents concerning the proceedings, legal actions or procedures (“judicial procedures”) shall have rights to grant arising out of or execute awards of an arbitration tribunal. They shall have rights to adjudicate or enforce temporary relief with respect to Party C’s rights and interests in the Equity Interest or property. They shall also have rights to offer temporary relief relating to the party making a request for arbitration Agreement and the documents required by giving awards or judgments before the tribunal court forms. For instance, the breaching party judicial procedures may be ordered by way of court judgment or arbitrated award sent to immediately suspend their breaches or conduct which might further aggravate the Pledgee’s losses. 13.3 When any dispute occurs in interpreting or performing this Agreement, or any dispute is under arbitration, Parties of this Agreement shall continue to exercise their rights and performing their respective obligations under this Agreement except for disputed matters. 13.4 If any law of the PRC, rule or regulation is promulgated or revised after the date of signing this agreement, or the interpretation or applicability of such law, rule or regulation changes, the following provisions shall apply: In the case of PRC laws(a) if the revised laws or newly promulgated rules are more preferential for any Party as compared to laws, rules or regulations in effect at the time this Agreement was executed without imposing material adverse impacts upon other Parties, the Parties of this Agreement shall promptly apply for obtaining benefits from such modifications or new rules and try their best to have the application approved; or (b) the original articles of this Agreement shall prevail if such revised laws or newly enacted rules directly or indirectly impose material adverse impacts upon any Party’s economic interests under this Agreement. The Parties shall seek to be exempted from these revised laws or new rules by all lawful means. If the adverse impacts on any Party’s economic benefits cannot be alleviated according to this Agreement, Article 11.6 hereof. This Article is applicable to all Parties shall promptly negotiate with each other and make all necessary revisions to this Agreement after the affected party notifies all other Parties and protect the affected party’s economic interestsjudicial procedures taken at any time.

Governing Laws and Dispute Resolution. 13.1 11.1 The signing, effectivenessvalidity, interpretation, performance, modification performance and termination of this Agreement as well as dispute resolution hereunder of the Agreement shall be governed by the PRC Chinese laws. 13.2 In case that 11.2 Both Parties shall attempt in the first instance to resolve any and all the disputes under the Agreement through friendly negotiations. If any dispute occurs in interpreting and performing this agreementis not resolved by friendly negotiations within thirty days after the occurrence of such dispute, the Parties of this agreement shall firstly try to resolve it through negotiation in good faith. If the Parties fail to reach a consensus on such dispute resolution through negotiation within thirty(30) days as required by any Party, any either Party may submit such the dispute to Beijing Arbitration Commission for arbitration by the China International Economic and Trade arbitral tribunal consisting of one arbitrator in accordance with the Arbitration CommissionRules of Beijing Arbitration Commission in effect at the time of applying for arbitration. The arbitrator shall be appointed jointly by both Parties within ten days after the acceptance of arbitration notice, which will resolve or by Beijing Arbitration Commission if the dispute through arbitration according to current effective arbitration rulesarbitrator is not appointed by both Parties within the specified time. The arbitration shall be performed in Beijing in Chinese. The arbitration awards award shall be final and binding upon all on both Parties. The arbitration tribunal may decide upon compensation with respect During the pending arbitration, except for the matters or obligations under dispute, both Parties shall continue performing other obligations under the Agreement. Subject to Party C’s rights in the Equity InterestChinese laws, the arbitrator has the right to make an appropriate award according to the factual conditions to give to Baina Zhiyuan (Beijing) appropriate legal remedies, including: (1) remedies against the equity or assets or propertyof the Target Company; (2) injunctive relief, such as requirements for the operation of the Target Company, or compensate the Pledgee compulsory transfer of the assets of the Target Company; or (3) arbitration award for the losses resulting from other Parties’ breach liquidation of this agreementthe Target Company. 11.3 Subject to the Chinese laws, adjudicate compulsory remedies before the establishment of arbitral tribunal by Beijing Arbitration Commission in accordance with Arbitration Rules or order Party C to go bankrupt regarding related businesses or compulsory asset transfer. After arbitration awards take effectsunder appropriate circumstances, any Party shall be authorized to apply to a competent court for enforcing arbitration awards. If necessary, arbitration organizations of the courts having jurisdiction at the following locations shall have rights the right to firstly ask make temporary relief measures to support the breaching party to immediately stop its defaults before giving arbitration: (1) Hong Kong Special Administrative Region; (2) Cayman Islands; (3) registration place of the final awards on disputes of all Parties concerned, or prohibit the breaching party from conducting acts which might aggravate the Pledgee’s losses. Courts of Hong Kong, Cayman Islands or other competent courts Target Company; and (including courts of 4) the place where Party C lives, or courts of the place where Party C’s or the Pledgee’s main assets areof MoboTap Inc., the Target Company or shareholders are located. 11.4 The documents concerning the proceedings, legal actions or procedures (“judicial procedures”) shall have rights to grant arising out of or execute awards of an arbitration tribunal. They shall have rights to adjudicate or enforce temporary relief with respect to Party C’s rights and interests in the Equity Interest or property. They shall also have rights to offer temporary relief relating to the party making a request for arbitration Agreement and the documents required by giving awards or judgments before the tribunal court forms. For instance, the breaching party judicial procedures may be ordered by way of court judgment or arbitrated award sent to immediately suspend their breaches or conduct which might further aggravate the Pledgee’s losses. 13.3 When any dispute occurs in interpreting or performing this Agreement, or any dispute is under arbitration, Parties of this Agreement shall continue to exercise their rights and performing their respective obligations under this Agreement except for disputed matters. 13.4 If any law of the PRC, rule or regulation is promulgated or revised after the date of signing this agreement, or the interpretation or applicability of such law, rule or regulation changes, the following provisions shall apply: In the case of PRC laws(a) if the revised laws or newly promulgated rules are more preferential for any either Party as compared to laws, rules or regulations in effect at the time this Agreement was executed without imposing material adverse impacts upon other Parties, the Parties of this Agreement shall promptly apply for obtaining benefits from such modifications or new rules and try their best to have the application approved; or (b) the original articles of this Agreement shall prevail if such revised laws or newly enacted rules directly or indirectly impose material adverse impacts upon any Party’s economic interests under this Agreement. The Parties shall seek to be exempted from these revised laws or new rules by all lawful means. If the adverse impacts on any Party’s economic benefits cannot be alleviated according to this Agreement, Article 12.6 hereof. This Article is applicable to all Parties shall promptly negotiate with each other and make all necessary revisions to this Agreement after the affected party notifies all other Parties and protect the affected party’s economic interestsjudicial procedures taken at any time.

Governing Laws and Dispute Resolution. 13.1 The signing, effectiveness, interpretation, performance, modification and termination of this Agreement as well as dispute resolution hereunder shall be governed by the PRC laws. 13.2 In case that any dispute occurs in interpreting and performing this agreement, the Parties of this agreement shall firstly try to resolve it through negotiation in good faith. If the Parties fail to reach a consensus on such dispute resolution through negotiation within thirty(30thirty (30) days as required by any Party, any Party may submit such dispute to the China International Economic and Trade Beijing Arbitration Commission, which will resolve the dispute through arbitration according to current effective arbitration rules. The arbitration shall be performed in Beijing in Chinese. The arbitration awards shall be final and binding upon all Parties. The arbitration tribunal may decide upon compensation with respect to Party C’s rights in the Equity Interest, assets or property, or compensate the Pledgee for the losses resulting from other Parties’ breach of this agreement, adjudicate compulsory remedies or order Party C to go bankrupt regarding related businesses or compulsory asset transfer. After arbitration awards take effects, any Party shall be authorized to apply to a competent court for enforcing arbitration awards. If necessary, arbitration organizations shall have rights to firstly ask the breaching party to immediately stop its defaults before giving the final awards on disputes of all Parties concerned, or prohibit the breaching party from conducting acts which might aggravate the Pledgee’s losses. Courts of Hong Kong, Cayman Islands or other competent courts (including courts of the place where Party C lives, or courts of the place where Party C’s or the Pledgee’s main assets are) shall have rights to grant or execute awards of an arbitration tribunal. They shall have rights to adjudicate or enforce temporary relief with respect to Party C’s rights and interests in the Equity Interest or property. They shall also have rights to offer temporary relief to the party making a request for arbitration by giving awards or judgments before the tribunal court forms. For instance, the breaching party may be ordered by way of court judgment or arbitrated award to immediately suspend their breaches or conduct which might further aggravate the Pledgee’s losses. 13.3 When any dispute occurs in interpreting or performing this Agreement, or any dispute is under arbitration, Parties of this Agreement shall continue to exercise their rights and performing their respective obligations under this Agreement except for disputed matters. 13.4 If any law of the PRC, rule or regulation is promulgated or revised after the date of signing this agreement, or the interpretation or applicability of such law, rule or regulation changes, the following provisions shall apply: In the case of PRC laws(alaws (a) if the revised laws or newly promulgated rules are more preferential for any Party as compared to laws, rules or regulations in effect at the time this Agreement was executed without imposing material adverse impacts upon other Parties, the Parties of this Agreement shall promptly apply for obtaining benefits from such modifications or new rules and try their best to have the application approved; or (b) the original articles of this Agreement shall prevail if such revised laws or newly enacted rules directly or indirectly impose material adverse impacts upon any Party’s economic interests under this Agreement. The Parties shall seek to be exempted from these revised laws or new rules by all lawful means. If the adverse impacts on any Party’s economic benefits cannot be alleviated according to this Agreement, all Parties shall promptly negotiate with each other and make all necessary revisions to this Agreement after the affected party notifies all other Parties and protect the affected party’s economic interests.

Governing Laws and Dispute Resolution. 13.1 10.1 The signing, effectiveness, interpretation, performance, modification and termination of this Agreement as well as dispute resolution hereunder shall be governed by the PRC laws. 13.2 10.2 In case that any dispute occurs in interpreting and performing this agreementAgreement, the Parties of this agreement Agreement shall firstly try to resolve it through negotiation in good faithfriendly negotiation. If the Parties fail to reach a consensus on such dispute resolution through negotiation within thirty(30thirty (30) days as required by any Partyparty, any Party party may submit such dispute to the China International Economic and Trade Beijing Arbitration Commission, which will resolve the dispute through arbitration according to current effective arbitration rules. The arbitration shall be performed in Beijing in Chinese. The arbitration awards shall be final and binding upon on all Parties. After arbitration awards take effect, any party shall be authorized to apply to a competent court for enforcing arbitration awards. The arbitration tribunal may decide upon compensation with respect to Party C’s rights and interests in the Equity Interest, assets or property, or compensate the Pledgee Party A for the losses resulting from other Parties’ breach of this agreementAgreement, adjudicate compulsory remedies or order Party C to go bankrupt regarding related businesses or compulsory asset transfer. After arbitration awards take effects, any Party shall be authorized to apply to a competent court for enforcing arbitration awards. If necessary, arbitration organizations shall have rights to firstly ask the breaching party Defaulting Party to immediately stop its defaults before giving the final awards on disputes of all Parties concerned, or prohibit the breaching party Defaulting Party from conducting acts which might aggravate the PledgeeParty A’s losses. Courts of Hong Kong, Cayman Islands or other competent courts (including courts of the place where Party C lives, or courts of the place where Party C’s or the PledgeeParty A’s main assets are) shall have rights to grant or execute awards of an arbitration tribunal. They shall have rights to adjudicate or enforce temporary relief with respect to Party C’s rights and interests in the Equity Interest or property. They shall also have rights to offer temporary relief to the party making a request for arbitration by giving awards or judgments before the tribunal court forms. For instance, the breaching party Defaulting Party may be ordered by way of court judgment adjudicated or arbitrated award to immediately suspend their breaches or forbidden to conduct any act which might further aggravate the PledgeeParty A’s losses. 13.3 10.3 When any dispute occurs in interpreting or performing this Agreement, or any dispute is under arbitration, all Parties of this Agreement shall continue to exercise exercising their rights and performing their respective obligations under this Agreement hereunder except for disputed matters. 13.4 10.4 If any law of the PRClaw, rule or regulation is of the PRC are promulgated or revised after the date of signing this agreementAgreement, or the interpretation or applicability of such lawlaws, rule rules or regulation regulations changes, the following provisions shall apply: In in the case of the PRC laws(alaws permitting (a) if If the revised laws or newly promulgated rules are more preferential beneficial for any Party as compared to party than pertinent laws, rules or regulations in effect at the time which take effects after signing this Agreement was executed without imposing material adverse impacts upon other Parties, the Parties of this Agreement shall promptly apply for obtaining gaining benefits from such modifications or new rules and try their best to have the application approved; or (b) the The original articles clauses of this Agreement agreement shall further prevail if such revised laws or newly enacted rules directly or indirectly impose material adverse impacts upon any Partyparty’s economic interests under this Agreementbenefits hereunder. The Parties shall seek try to be exempted exempt from obeying these revised laws or new rules by all lawful means. If the adverse impacts on any Partyparty’s economic benefits cannot can’t be alleviated according to this Agreement, all Parties shall promptly negotiate with each other and make all necessary revisions to this Agreement after the affected party notifies all other Parties Parties, in order to perform all such requisite revisions and protect the affected party’s economic interestsbenefits.

Governing Laws and Dispute Resolution. 13.1 1. The signingexecution, effectivenessvalidity, interpretation, performance, modification amendment and termination of this Agreement as well as and the dispute resolution hereunder shall be governed by the PRC lawslaws of China (excluding Hong Kong, Macau and Taiwan). 13.2 2. In case that the event of any dispute occurs in interpreting between the parties concerning the interpretation and performing performance of the terms of this agreementAgreement, the Parties of this agreement parties shall firstly try to resolve it the dispute through negotiation in good faithnegotiation. If the Parties fail to reach a consensus on such dispute resolution cannot be resolved through negotiation within thirty(30fifteen (15) working days as required by any Partyafter its occurrence, any Party may either party shall be entitled to submit such the dispute to the China International Economic and Trade Arbitration Commission, which will resolve Commission for arbitration in Beijing in accordance with its arbitration rules in effect at that time. The arbitral tribunal shall consist of three (3) arbitrators appointed in accordance with the dispute through arbitration according to current effective arbitration rules, one (1) arbitrator appointed by the claimant and one (1) arbitrator appointed by the respondent, and the third arbitrator shall be appointed by the first two arbitrators through consultation or by the China International Economic and Trade Arbitration Commission. The arbitration shall be performed in Beijing in language is Chinese. The arbitration awards award shall be final and binding upon all Partieson the parties. During the dispute resolution, the party shall continue to enjoy its other rights under this Agreement and shall continue to perform its corresponding obligations. 3. The arbitration arbitral tribunal may decide upon award the indemnity or compensation with to the Pledgee for losses caused to the Pledgee due to the default by other parties hereto in respect to Party C’s rights in of the Equity Interestequity ​ interests, assets or propertyproperty interests of the Target Company, or compensate award injunctive relief in respect of the Pledgee for the losses resulting from other Parties’ breach of this agreement, adjudicate compulsory remedies or order Party C to go bankrupt regarding related businesses relevant business or compulsory asset transfer, or order the Target Company to go bankrupt. After the arbitration awards take effectsaward becomes effective, any Party either party shall be authorized entitled to apply to a competent the court with jurisdiction for enforcing enforcement of arbitration awardsaward. If necessary, before making a final ruling on the disputes between the parties, the arbitration organizations institution shall have rights be entitled to firstly ask rule that the breaching party to should immediately stop its defaults before giving the final awards on disputes breach of all Parties concerned, agreement or prohibit that the breaching party from conducting acts which might aggravate should not engage in any act that may further expand the losses suffered by the Pledgee’s losses. Courts The courts of Hong Kong, the Cayman Islands or other competent courts with jurisdiction (including courts the court where the domicile of the place Target Company is located, and the court where Party C lives, or courts the main assets of the place where Party C’s Target Company or the Pledgee’s main assets arePledgee are located shall be deemed to have jurisdiction) shall have rights also be entitled to grant or execute awards enforce the award of an arbitration arbitral tribunal. They shall have rights , to adjudicate award or enforce temporary provisional relief with respect for the equity interest or property interest of the Target Company, and to Party C’s rights and interests in the Equity Interest make an award or property. They shall also have rights judgment to offer temporary give provisional relief to the party making a request for initiating arbitration by giving awards while awaiting the formation of arbitral tribunal or judgments before the tribunal court forms. For instancein other appropriate circumstances, such as an award or judgment that the breaching party should immediately stop the breach of agreement or that the breaching party should not engage in any act that may be ordered further expand the losses suffered by way of court judgment or arbitrated award to immediately suspend their breaches or conduct which might further aggravate the Pledgee’s losses. 13.3 When any dispute occurs in interpreting or performing this Agreement, or any dispute is under arbitration, Parties of this Agreement shall continue to exercise their rights and performing their respective obligations under this Agreement except for disputed matters. 13.4 If any law of the PRC, rule or regulation is promulgated or revised after the date of signing this agreement, or the interpretation or applicability of such law, rule or regulation changes, the following provisions shall apply: In the case of PRC laws(a) if the revised laws or newly promulgated rules are more preferential for any Party as compared to laws, rules or regulations in effect at the time this Agreement was executed without imposing material adverse impacts upon other Parties, the Parties of this Agreement shall promptly apply for obtaining benefits from such modifications or new rules and try their best to have the application approved; or (b) the original articles of this Agreement shall prevail if such revised laws or newly enacted rules directly or indirectly impose material adverse impacts upon any Party’s economic interests under this Agreement. The Parties shall seek to be exempted from these revised laws or new rules by all lawful means. If the adverse impacts on any Party’s economic benefits cannot be alleviated according to this Agreement, all Parties shall promptly negotiate with each other and make all necessary revisions to this Agreement after the affected party notifies all other Parties and protect the affected party’s economic interests.

Governing Laws and Dispute Resolution. 13.1 14.1 The signing, effectiveness, interpretation, performance, modification and termination of this Agreement agreement as well as dispute resolution hereunder shall be governed by the PRC lawslaws which have been formally announced and available in public. For matters not regulated by such PRC Laws, customary international laws and principles shall prevail. 13.2 14.2 In case that any dispute occurs in interpreting and performing this agreement, the Parties of this agreement shall firstly try to resolve it through negotiation in good faith. If the Parties fail to reach a consensus on such dispute resolution through negotiation within thirty(30) 30 days as required by any Party, any Party may submit such dispute to the China International Economic and Trade Arbitration Commission, which will resolve the dispute through arbitration according to current effective arbitration rules. The arbitration shall be performed in Beijing Shanghai in Chinese. The arbitration awards shall be final and binding upon all Parties. The arbitration tribunal may decide upon compensation with respect to Party C’s rights in the Equity Interestequity, assets or property, or compensate the Pledgee for the losses resulting from other Parties’ breach of this agreement, adjudicate compulsory remedies or order Party C to go bankrupt regarding related businesses or compulsory asset transfer. After arbitration awards take effects, any Party party shall be authorized to apply to a competent court for enforcing arbitration awards. If necessary, arbitration organizations shall have rights to firstly ask the breaching party to immediately stop its defaults before giving the final awards on disputes of all Parties concerned, or prohibit the breaching party from conducting acts which might aggravate the Pledgee’s losses. Courts of Hong Kong, Cayman Islands Islands, China or other competent courts (including courts of the place where Party C lives, or courts of the place where Party C’s or the Pledgee’s main assets are) shall have rights to grant or execute awards of an arbitration tribunal. They shall have rights to adjudicate or enforce temporary relief with respect to Party C’s rights and interests in the Equity Interest equity or property. They shall also have rights to offer temporary relief to the party making a request for arbitration by giving awards or judgments before the tribunal court forms. For instance, the breaching party may be ordered by way of court judgment or arbitrated award to immediately suspend their breaches or conduct which might further aggravate the Pledgee’s losses. 13.3 14.3 When any dispute occurs in interpreting or performing this Agreementagreement, or any dispute is under arbitration, Parties of this Agreement agreement shall continue to exercise their rights and performing their respective obligations under this Agreement hereunder except for disputed matters. 13.4 14.4 If any law of the PRCPRC law, rule rules or regulation is regulations are promulgated or revised after the date of signing this agreement, or the interpretation or applicability of such lawlaws, rule rules or regulation regulations changes, the following provisions shall apply: In the case of PRC laws(a(a) if the revised laws or newly promulgated rules are more preferential for any Party party as compared to laws, rules or regulations in effect at the time this Agreement agreement was executed signed without imposing material adverse impacts upon other Parties, the Parties of this Agreement agreement shall promptly apply for obtaining benefits from such modifications or new rules and try their best to have the application approved; or (b) the original articles of this Agreement agreement shall prevail if such revised laws or newly enacted rules directly or indirectly impose material adverse impacts upon any Partyparty’s economic interests under this Agreementhereunder. The Parties shall seek to be exempted from these revised laws or new rules by all lawful means. If the adverse impacts on any Partyparty’s economic benefits cannot be alleviated according to this Agreementagreement, all Parties shall promptly negotiate with each other and make all necessary revisions to this Agreement agreement after the affected party notifies all other Parties and protect the affected partyParty’s economic interests.

Governing Laws and Dispute Resolution. 13.1 The signingexecution, effectivenessvalidity, interpretation, performance, modification and termination of this Agreement as well as dispute resolution hereunder and the settlement of disputes under this Agreement shall be governed by the PRC lawslaws of the PRC. 13.2 In case that the event of any dispute occurs in interpreting arising out of the interpretation and performing performance of the provisions of this agreementAgreement, the Parties of this agreement shall firstly try negotiate in good faith to resolve it through negotiation in good faiththe dispute. If the Parties fail to reach a consensus on resolve such dispute resolution through by negotiation within thirty(30thirty (30) days as required by any Partyafter a Party requests the other Parties to resolve the dispute through negotiation, then any Party may submit such the dispute to the China International Economic and Trade Arbitration Commission, which will resolve the dispute Commission for resolution through arbitration according to current effective in accordance with its arbitration rulesrules then in effect. The arbitration shall be performed conducted in Beijing in and the language of the arbitration shall be Chinese. The arbitration awards arbitral award shall be final and binding upon on all Parties. The arbitration arbitral tribunal may decide upon compensation with respect impose restrictions on and/or dispose of (including but not limited to Party C’s rights in by way of compensation) the Equity Interestequity interests, assets or propertyproperty interests of Party C, prohibit the transfer or disposal or make other relevant remedies or compensate the losses caused to the Pledgee for by the losses resulting from default of other Parties’ breach of Parties to this agreementAgreement, adjudicate compulsory remedies or order Party C to go bankrupt regarding related businesses impose restrictions on or compulsory asset transfertransfer of assets in relation to the relevant business to award injunctive relief or liquidate Party C, etc. Such awards shall be enforced by each Party. After arbitration awards take effectsthe arbitral award becomes effective, any Party shall be authorized have the right to apply to a competent the court for enforcing arbitration awardswith jurisdiction to enforce the arbitral award. If necessary, arbitration organizations the arbitral institution shall have rights the right to firstly ask rule that the breaching party Breaching Party shall immediately cease the default or rule ​ that the Breaching Party shall not engage in any act that may cause the Pledgee to immediately stop its defaults suffer further damages before giving making a final decision on the final awards on disputes dispute among the Parties. A court of all Parties concernedcompetent jurisdiction in the PRC, or prohibit the breaching party from conducting acts which might aggravate the Pledgee’s losses. Courts of Hong Kong, the Cayman Islands or other competent courts elsewhere (including courts a court in the place of incorporation of the proposed/existing public company with which the Pledgee is associated, a court in the place of incorporation of Party C, a court in the place where Party C lives, or courts the pledgee’s principal assets are located) shall likewise have the power to grant or enforce an award of the place where arbitral tribunal and to award or enforce interim relief in respect of Party C’s equity interest or interest in the Pledgee’s main assets are) property, and shall also have rights the power to grant or execute awards enforce interim relief or other measures in favor of the Party initiating arbitration pending the constitution of the arbitral tribunal or in other appropriate circumstances, including, but not limited to, an arbitration tribunal. They shall have rights order or judgment that the Breaching Party immediately cease the default or that the Breaching Party refrain from the conduct that would cause the Pledgee to adjudicate or enforce temporary relief with respect to Party C’s rights and interests in the Equity Interest or property. They shall also have rights to offer temporary relief to the party making a request for arbitration by giving awards or judgments before the tribunal court forms. For instance, the breaching party may be ordered by way of court judgment or arbitrated award to immediately suspend their breaches or conduct which might suffer further aggravate the Pledgee’s lossesdamages. 13.3 When In the event of any dispute occurs arising out of the interpretation and performance of this Agreement or in interpreting or performing this Agreement, or the event that any dispute is under subject to arbitration, the Parties of this Agreement hereto shall continue to exercise their respective rights and performing perform their respective obligations under this Agreement Agreement, except for disputed mattersthe matters in dispute. 13.4 If at any law of the PRC, rule or regulation is promulgated or revised time after the date of signing this agreementAgreement, as a result of the enactment of or change in any PRC law, regulation or rule, or as a result of a change in the interpretation or applicability application of such law, rule regulation or regulation changes, rule; the following provisions shall apply, to the extent permitted by the laws of the PRC: In the case of PRC laws(a(a) if the revised laws change in law or newly promulgated rules are enacted provision is more preferential for favorable to any Party as compared to lawsthan the relevant law, rules regulation, decree or regulations provision in effect at on the time this Agreement was executed without imposing material adverse impacts upon other Parties, the Parties date of this Agreement (and the other Parties are not materially and adversely affected), each Party shall promptly apply for obtaining benefits from the benefit of such modifications change or new rules provision and try their best use its optimal efforts to have the such application approved; or (b) if, as a result of such change in law or new regulation, the original articles economic interests of any Party under this Agreement are directly or indirectly materially and adversely affected, this Agreement shall prevail if such revised laws or newly enacted rules directly or indirectly impose material adverse impacts upon any Party’s economic interests under this Agreement. The Parties shall seek continue to be exempted from these revised laws or new rules by enforced in accordance with its original terms and conditions. Each Party shall use all lawful meansmeans to obtain a waiver of compliance with such change or provision. If the adverse impacts effect on the economic interests of any Party’s economic benefits Party cannot be alleviated according to eliminated in accordance with the provisions of this Agreement, all upon notice by the affected Party to the other Parties, the Parties shall promptly negotiate with each other and make all necessary revisions amendments to this Agreement after necessary to maintain the economic interests of the affected party notifies all other Parties and protect the affected party’s economic interestsParty under this Agreement.

Governing Laws and Dispute Resolution. 13.1 1. Governing Laws The signingexecution, effectivenessvalidity, interpretation, performance, modification interpretation and termination of this Agreement as well as performance hereof and dispute resolution hereunder shall be governed by the PRC lawslaws of People’s Republic of China (excluding Hong Kong, Macau and Taiwan). 13.2 In case that any 2. Dispute Resolution Any dispute occurs arising out of or in interpreting connection with interpretation or performance hereof shall first be settled through amicable consultation and performing this agreement, negotiation among the Parties of this agreement shall firstly try to resolve it through negotiation in good faithParties. If the Parties fail to reach a consensus on such dispute resolution cannot be resolved through negotiation within thirty(30fifteen (15) working days as required by any Partyafter its occurrence, any either Party may shall be entitled to submit such the dispute to the China International Economic and Trade Arbitration Commission, which will resolve Commission for arbitration in Beijing in accordance with its arbitration rules in effect at that time. The arbitral tribunal shall consist of three (3) arbitrators appointed in accordance with the dispute through arbitration according to current effective arbitration rules, one (1) arbitrator appointed by the claimant and one (1) arbitrator appointed by the respondent, and the third arbitrator shall be appointed by the first two arbitrators through consultation or by the China International Economic and Trade Arbitration Commission. The arbitration shall be performed in Beijing in language is Chinese. The arbitration awards award shall be final and binding upon all on the Parties. During the dispute resolution, the Party shall continue to enjoy its other rights under this Agreement and shall continue to perform its corresponding obligations. The arbitration arbitral tribunal may decide upon award the indemnity or compensation with to the Party A for losses caused to the Party A due to the default by other Parties hereto in respect to Party C’s rights in of the Equity Interestequity interests, assets or propertyproperty interests of Party C, award injunctive relief in respect of the relevant business or compensate the Pledgee for the losses resulting from other Parties’ breach of this agreementcompulsory asset transfer, adjudicate compulsory remedies or order Party C to go bankrupt regarding related businesses or compulsory asset transferbankrupt. After the arbitration awards take effectsaward becomes effective, any either Party shall be authorized entitled to apply to a competent the court with jurisdiction for enforcing enforcement of arbitration awardsaward. If necessary, before making a final ruling on the disputes between the Parties, the arbitration organizations institution shall have rights be entitled to firstly ask rule that the breaching party to Party should immediately stop its defaults before giving the final awards on disputes breach of all Parties concerned, agreement or prohibit that the breaching party from conducting acts which might aggravate Party should not engage in any act that may further expand the Pledgee’s losses. Courts losses suffered by the Party A. The courts of Hong Kong, the Cayman Islands or other competent courts with jurisdiction (including courts the court where the domicile of the place where Party C livesis located, or courts and the court where the main assets of the place where Party C’s C or the Pledgee’s main assets areParty A are located shall be deemed to have jurisdiction) shall have rights also be entitled to grant or execute awards enforce the award of an arbitration arbitral tribunal. They shall have rights , to adjudicate award or enforce temporary provisional relief with respect to for the equity interest or property interest of Party C’s rights , and interests in the Equity Interest to make an award or property. They shall also have rights judgment to offer temporary give provisional relief to the party making a request for Party initiating arbitration by giving awards while awaiting the formation of arbitral tribunal or judgments before the tribunal court forms. For instancein other ​ appropriate circumstances, such as an award or judgment that the breaching party Party should immediately stop the breach of agreement or that the breaching Party should not engage in any act that may be ordered further expand the losses suffered by way of court judgment or arbitrated award to immediately suspend their breaches or conduct which might further aggravate the Pledgee’s losses. 13.3 When any dispute occurs in interpreting or performing this Agreement, or any dispute is under arbitration, Parties of this Agreement shall continue to exercise their rights and performing their respective obligations under this Agreement except for disputed matters. 13.4 If any law of the PRC, rule or regulation is promulgated or revised after the date of signing this agreement, or the interpretation or applicability of such law, rule or regulation changes, the following provisions shall apply: In the case of PRC laws(a) if the revised laws or newly promulgated rules are more preferential for any Party as compared to laws, rules or regulations in effect at the time this Agreement was executed without imposing material adverse impacts upon other Parties, the Parties of this Agreement shall promptly apply for obtaining benefits from such modifications or new rules and try their best to have the application approved; or (b) the original articles of this Agreement shall prevail if such revised laws or newly enacted rules directly or indirectly impose material adverse impacts upon any Party’s economic interests under this Agreement. The Parties shall seek to be exempted from these revised laws or new rules by all lawful means. If the adverse impacts on any Party’s economic benefits cannot be alleviated according to this Agreement, all Parties shall promptly negotiate with each other and make all necessary revisions to this Agreement after the affected party notifies all other Parties and protect the affected party’s economic interests.A.

Governing Laws and Dispute Resolution. 13.1 ​ 1. Governing Laws ​ The signingexecution, effectivenessvalidity, interpretation, performance, modification interpretation and termination of this Agreement as well as performance hereof and dispute resolution hereunder shall be governed by the PRC laws.laws of People’s Republic of China (excluding Hong Kong, Macau and Taiwan). ​ 13.2 In case that any 2. Dispute Resolution ​ Any dispute occurs arising out of or in interpreting connection with interpretation or performance hereof shall first be settled through amicable consultation and performing this agreement, negotiation among the Parties of this agreement shall firstly try to resolve it through negotiation in good faithParties. If the Parties fail to reach a consensus on such dispute resolution cannot be resolved through negotiation within thirty(30fifteen (15) working days as required by any Partyafter its occurrence, any either Party may shall be entitled to submit such the dispute to the China International Economic and Trade Arbitration Commission, which will resolve Commission for arbitration in Beijing in accordance with its arbitration rules in effect at that time. The arbitral tribunal shall consist of three (3) arbitrators appointed in accordance with the dispute through arbitration according to current effective arbitration rules, one (1) arbitrator appointed by the claimant and one (1) arbitrator appointed by the respondent, and the third arbitrator shall be appointed by the first two arbitrators through consultation or by the China International Economic and Trade Arbitration Commission. The arbitration shall be performed in Beijing in language is Chinese. The arbitration awards award shall be final and binding upon all on the Parties. During the dispute resolution, the Party shall continue to enjoy its other rights under this Agreement and shall continue to perform its corresponding obligations. ​ The arbitration arbitral tribunal may decide upon award the indemnity or compensation with to the Party A for losses caused to the Party A due to the default by other Parties hereto in respect to Party C’s rights in of the Equity Interestequity interests, assets or propertyproperty interests of Party C, award injunctive relief in respect of the relevant business or compensate the Pledgee for the losses resulting from other Parties’ breach of this agreementcompulsory asset transfer, adjudicate compulsory remedies or order Party C to go bankrupt regarding related businesses or compulsory asset transferbankrupt. After the arbitration awards take effectsaward becomes effective, any either Party shall be authorized entitled to apply to a competent the court with jurisdiction for enforcing enforcement of arbitration awardsaward. If necessary, before making a final ruling on the disputes between the Parties, the arbitration organizations institution shall have rights be entitled to firstly ask rule that the breaching party to Party should immediately stop its defaults before giving the final awards on disputes breach of all Parties concerned, agreement or prohibit that the breaching party from conducting acts which might aggravate Party should not engage in any act that may further expand the Pledgee’s losses. Courts losses suffered by the Party A. The courts of Hong Kong, the Cayman Islands or other competent courts with jurisdiction (including courts the court where the domicile of the place where Party C livesis located, or courts and the court where the main assets of the place where Party C’s C or the Pledgee’s main assets areParty A are located shall be deemed to have jurisdiction) shall have rights also be entitled to grant or execute awards enforce the award of an arbitration arbitral tribunal. They shall have rights , to adjudicate award or enforce temporary provisional relief with respect to for the equity interest or property interest of Party C’s rights , and interests in the Equity Interest to make an award or property. They shall also have rights judgment to offer temporary give provisional relief to the party making a request for Party initiating arbitration by giving awards while awaiting the formation of arbitral tribunal or judgments before the tribunal court forms. For instancein other appropriate circumstances, such as an award or judgment that the breaching party Party should immediately stop the breach of agreement or that the breaching Party should not engage in any act that may be ordered further expand the losses suffered by way of court judgment or arbitrated award to immediately suspend their breaches or conduct which might further aggravate the Pledgee’s losses. 13.3 When any dispute occurs in interpreting or performing this Agreement, or any dispute is under arbitration, Parties of this Agreement shall continue to exercise their rights and performing their respective obligations under this Agreement except for disputed matters. 13.4 If any law of the PRC, rule or regulation is promulgated or revised after the date of signing this agreement, or the interpretation or applicability of such law, rule or regulation changes, the following provisions shall apply: In the case of PRC laws(a) if the revised laws or newly promulgated rules are more preferential for any Party as compared to laws, rules or regulations in effect at the time this Agreement was executed without imposing material adverse impacts upon other Parties, the Parties of this Agreement shall promptly apply for obtaining benefits from such modifications or new rules and try their best to have the application approved; or (b) the original articles of this Agreement shall prevail if such revised laws or newly enacted rules directly or indirectly impose material adverse impacts upon any Party’s economic interests under this Agreement. The Parties shall seek to be exempted from these revised laws or new rules by all lawful means. If the adverse impacts on any Party’s economic benefits cannot be alleviated according to this Agreement, all Parties shall promptly negotiate with each other and make all necessary revisions to this Agreement after the affected party notifies all other Parties and protect the affected party’s economic interests.A. ​

Governing Laws and Dispute Resolution. 13.1 The signingexecution, effectivenessvalidity, interpretation, performance, modification and termination of this Agreement as well as dispute resolution hereunder and the settlement of disputes under this Agreement shall be governed by the PRC lawslaws of China. 13.2 In case that the event of any dispute occurs in interpreting arising out of the interpretation and performing performance of the provisions of this agreementAgreement, the Parties of this agreement shall firstly try negotiate in good faith to resolve it through negotiation in good faiththe dispute. If the Parties fail to reach a consensus on resolve such dispute resolution through by negotiation within thirty(30thirty (30) days as required by any Partyafter a Party requests the other Parties to resolve the dispute through negotiation, then any Party may submit such the dispute to the China International Economic and Trade Arbitration Commission, which will resolve the dispute Commission for resolution through arbitration according to current effective in accordance with its arbitration rulesrules then in effect. The arbitration shall be performed conducted in Beijing in and the language of the arbitration shall be Chinese. The arbitration awards arbitral award shall be final and binding upon on all Parties. The arbitration arbitral tribunal may decide upon compensation with respect impose restrictions on and/or dispose of (including but not limited to Party C’s rights in by way of compensation) the Equity Interestequity interests, assets or propertyproperty interests of Party C, prohibit the transfer or disposal or make other relevant remedies or compensate the losses caused to the ​ Pledgee for by the losses resulting from default of other Parties’ breach of Parties to this agreementAgreement, adjudicate compulsory remedies or order Party C to go bankrupt regarding related businesses impose restrictions on or compulsory asset transfertransfer of assets in relation to the relevant business to award injunctive relief or liquidate Party C, etc. Such awards shall be enforced by each Party. After arbitration awards take effectsthe arbitral award becomes effective, any Party shall be authorized have the right to apply to a competent the court for enforcing arbitration awardswith jurisdiction to enforce the arbitral award. If necessary, arbitration organizations the arbitral institution shall have rights the right to firstly ask rule that the breaching party Breaching Party shall immediately cease the default or rule that the Breaching Party shall not engage in any act that may cause the Pledgee to immediately stop its defaults suffer further damages before giving making a final decision on the final awards on disputes dispute among the Parties. A court of all Parties concernedcompetent jurisdiction in the PRC, or prohibit the breaching party from conducting acts which might aggravate the Pledgee’s losses. Courts of Hong Kong, the Cayman Islands or other competent courts elsewhere (including courts a court in the place of incorporation of the proposed/existing public company with which the Pledgee is associated, a court in the place of incorporation of Party C, a court in the place where Party C lives, or courts of the place where Party C’s or the Pledgee’s main pledgee's principal assets areare located) shall likewise have rights the power to grant or execute awards enforce an award of an arbitration tribunal. They shall have rights the arbitral tribunal and to adjudicate award or enforce temporary interim relief with in respect to of Party C’s rights and interests 's equity interest or interest in the Equity Interest or property. They , and shall also have rights the power to offer temporary grant or enforce interim relief or other measures in favor of the Party initiating arbitration pending the constitution of the arbitral tribunal or in other appropriate circumstances, including, but not limited to, an order or judgment that the Breaching Party immediately cease the default or that the Breaching Party refrain from the conduct that would cause the Pledgee to the party making a request for arbitration by giving awards or judgments before the tribunal court forms. For instance, the breaching party may be ordered by way of court judgment or arbitrated award to immediately suspend their breaches or conduct which might suffer further aggravate the Pledgee’s lossesdamages. 13.3 When In the event of any dispute occurs arising out of the interpretation and performance of this Agreement or in interpreting or performing this Agreement, or the event that any dispute is under subject to arbitration, the Parties of this Agreement hereto shall continue to exercise their respective rights and performing perform their respective obligations under this Agreement Agreement, except for disputed mattersthe matters in dispute. 13.4 If at any law of the PRC, rule or regulation is promulgated or revised time after the date of signing this agreementAgreement, as a result of the enactment of or change in any PRC law, regulation or rule, or as a result of a change in the interpretation or applicability application of such law, rule regulation or regulation changes, rule; the following provisions shall apply, to the extent permitted by the laws of the PRC: In the case of PRC laws(a(a) if the revised laws change in law or newly promulgated rules are enacted provision is more preferential for favorable to any Party as compared to lawsthan the relevant law, rules regulation, decree or regulations provision in effect at on the time this Agreement was executed without imposing material adverse impacts upon other Parties, the Parties date of this Agreement (and the other Parties are not materially and adversely affected), each Party shall promptly apply for obtaining benefits from the benefit of such modifications change or new rules provision and try their best use its optimal efforts to have the such application approved; or (b) if, as a result of such change in law or new regulation, the original articles economic interests of any Party under this Agreement are directly or indirectly materially and adversely affected, this Agreement shall prevail if such revised laws or newly enacted rules directly or indirectly impose material adverse impacts upon any Party’s economic interests under this Agreement. The Parties shall seek continue to be exempted from these revised laws or new rules by enforced in accordance with its original terms and conditions. Each Party shall use all lawful meansmeans to obtain a waiver of compliance with such change or provision. If the adverse impacts effect on the economic interests of any Party’s economic benefits Party cannot be alleviated according to eliminated in accordance with the provisions of this Agreement, all upon notice by the affected Party to the other Parties, the Parties shall promptly negotiate with each other and make all necessary revisions amendments to this Agreement after necessary to maintain the economic interests of the affected party notifies all other Parties and protect the affected party’s economic interestsParty under this Agreement.

Governing Laws and Dispute Resolution. 13.1 10.1 The signing, effectiveness, interpretation, performance, modification and termination of this Agreement agreement as well as dispute resolution hereunder shall be governed by the PRC lawsLaws which have been formally announced and available in public. For matters unmentioned by such PRC Laws, customary international laws and principles shall prevail. 13.2 10.2 In case that any dispute occurs in interpreting and performing this agreement, the Parties of this agreement shall firstly try to resolve it through negotiation in good faithfriendly negotiation. If the Parties fail to reach a consensus on such dispute resolution through negotiation within thirty(30) 30 days as required by any Partyparty, any Party party may submit such dispute to the China International Economic and Trade Arbitration Commission, which will resolve the dispute through arbitration according to current effective arbitration rules. The arbitration shall be performed in Beijing Shanghai in Chinese. The arbitration awards shall be final and binding upon on all Parties. After arbitration awards take effect, any party shall be authorized to apply to a competent court for enforcing arbitration awards. The arbitration tribunal may decide upon compensation with respect to Party C’s rights and interests in the Equity Interestequity, assets or property, or compensate the Pledgee Party A for the losses resulting from other Parties’ breach of this agreement, adjudicate compulsory remedies or order Party C to go bankrupt regarding related businesses or compulsory asset transfer. After arbitration awards take effects, any Party shall be authorized to apply to a competent court for enforcing arbitration awards. If necessary, arbitration organizations shall have rights to firstly ask the breaching party Breaching Party to immediately stop its defaults before giving the final awards on disputes of all Parties concerned, or prohibit the breaching party Breaching Party from conducting acts which might aggravate the PledgeeParty A’s losses. Courts of Hong Kong, Cayman Islands Islands, China or other competent courts (including courts of the place where Party C lives, or courts of the place where Party C’s or the PledgeeParty A’s main assets are) shall have rights to grant or execute awards of an arbitration tribunal. They shall have rights to adjudicate or enforce temporary relief with respect to Party C’s rights and interests in the Equity Interest equity or property. They shall also have rights to offer temporary relief to the party making a request for arbitration by giving awards or judgments before the tribunal court forms. For instance, the breaching party Breaching Party may be ordered by way of court judgment adjudicated or arbitrated award to immediately suspend their breaches or forbidden to conduct any act which might further aggravate the PledgeeParty A’s losses. 13.3 10.3 When any dispute occurs in interpreting or performing this Agreementagreement, or any dispute is under arbitration, Parties of this Agreement agreement shall continue to exercise exercising their rights and performing their respective obligations under this Agreement hereunder except for disputed matters. 13.4 10.4 If any law of the PRCChinese law, rule rules or regulation is regulations are promulgated or revised after the date of signing this agreement, or the interpretation or applicability of such lawlaws, rule rules or regulation regulations changes, the following provisions shall apply: In the case of PRC laws(a(a) if If the revised laws or newly promulgated rules are more preferential beneficial for any Party as compared to party than pertinent laws, rules or regulations in effect at the time which take effects after signing this Agreement was executed agreement without imposing material adverse impacts upon other Parties, the Parties of this Agreement agreement shall promptly apply for obtaining gaining benefits from such modifications or new rules and try their best to have the application approved; or (b) the The original articles clauses of this Agreement agreement shall further prevail if such revised laws or newly enacted rules directly or indirectly impose material adverse impacts upon any Partyparty’s economic interests under this Agreementbenefits hereunder. The Parties shall seek try to be exempted exempt from obeying these revised laws or new rules by all lawful means. If the adverse impacts on any Partyparty’s economic benefits cannot can’t be alleviated according to this Agreementagreement, all Parties shall promptly negotiate with each other and make all necessary revisions to this Agreement agreement after the affected party notifies all other Parties Parties, in order to perform all such requisite revisions and protect the affected party’s economic interestsbenefits.

Governing Laws and Dispute Resolution. 13.1 9.1 The signing, effectiveness, interpretation, performance, modification and termination of this Agreement as well as dispute resolution hereunder shall be governed by the PRC laws. 13.2 9.2 In case that any dispute occurs in interpreting and performing this agreementAgreement, the Parties of this agreement Agreement shall firstly try to resolve it through negotiation in good faithfriendly negotiation. If the Parties fail to reach a consensus on such dispute resolution through negotiation within thirty(30thirty (30) days as required by any Partyparty, any Party party may submit such dispute to the China International Economic and Trade Arbitration Commission, which will resolve the dispute through arbitration according to current effective arbitration rules. The arbitration shall be performed in Beijing in Chinese. The arbitration awards shall be final and binding upon on all Parties. After arbitration awards take effect, any party shall be authorized to apply to a competent court for enforcing arbitration awards. The arbitration tribunal may decide upon compensation with respect to Party C’s rights and interests in the Equity Interest, assets or property, or compensate the Pledgee Party A for the losses resulting from other Parties’ breach of this agreementAgreement, adjudicate compulsory remedies or order Party C to go bankrupt regarding related businesses or compulsory asset transfer. After arbitration awards take effects, any Party shall be authorized to apply to a competent court for enforcing arbitration awards. If necessary, arbitration organizations shall have rights to firstly ask the breaching party Defaulting Party to immediately stop its defaults before giving the final awards on disputes of all Parties concerned, or prohibit the breaching party Defaulting Party from conducting acts which might aggravate the PledgeeParty A’s losses. Courts of Hong Kong, Cayman Islands or other competent courts (including courts of the place where Party C lives, or courts of the place where Party C’s or the PledgeeParty A’s main assets are) shall have rights to grant or execute awards of an arbitration tribunal. They shall have rights to adjudicate or enforce temporary relief with respect to Party C’s rights and interests in the Equity Interest or property. They shall also have rights to offer temporary relief to the party making a request for arbitration by giving awards or judgments before the tribunal court forms. For instance, the breaching party Defaulting Party may be ordered by way of court judgment adjudicated or arbitrated award to immediately suspend their breaches or forbidden to conduct any act which might further aggravate the PledgeeParty A’s losses. 13.3 9.3 When any dispute occurs in interpreting or performing this Agreement, or any dispute is under arbitration, all Parties of this Agreement shall continue to exercise exercising their rights and performing their respective obligations under this Agreement hereunder except for disputed matters. 13.4 9.4 If any law of the PRClaw, rule or regulation is of the PRC are promulgated or revised after the date of signing this agreementAgreement, or the interpretation or applicability of such lawlaws, rule rules or regulation regulations changes, the following provisions shall apply: In in the case of the PRC laws(alaws permitting (a) if If the revised laws or newly promulgated rules are more preferential beneficial for any Party as compared to party than pertinent laws, rules or regulations in effect at the time which take effects after signing this Agreement was executed without imposing material adverse impacts upon other Parties, the Parties of this Agreement shall promptly apply for obtaining gaining benefits from such modifications or new rules and try their best to have the application approved; or (b) the The original articles clauses of this Agreement agreement shall further prevail if such revised laws or newly enacted rules directly or indirectly impose material adverse impacts upon any Partyparty’s economic interests under this Agreementbenefits hereunder. The Parties shall seek try to be exempted exempt from obeying these revised laws or new rules by all lawful means. If the adverse impacts on any Partyparty’s economic benefits cannot can’t be alleviated according to this Agreement, all Parties shall promptly negotiate with each other and make all necessary revisions to this Agreement after the affected party notifies all other Parties Parties, in order to perform all such requisite revisions and protect the affected party’s economic interestsbenefits.