Common use of LAW AND ARBITRATION Clause in Contracts

LAW AND ARBITRATION. 22.1 This Agreement, and all disputes and controversies arising in connection therewith, shall be governed and construed in accordance with the laws of the State of New York without regard to principles of conflict of laws that would apply any other law. 22.2 Any dispute which arises between the parties out of or in connection with this Agreement, including but not limited to any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, which rules are deemed to be incorporated. 22.3 The place of the arbitration shall be New York City, New York unless otherwise agreed to by the Parties. The language of the arbitration shall be English. The tribunal shall consist of a single arbitrator unless the amount in controversy exceeds $1,000,000, in which case either party may demand that the matter be heard by a panel of three arbitrators, one to be nominated by each Party and the third by the two so nominated. All arbitrators shall be attorneys licensed in the State of New York with over twenty (20) years experience in international commercial agreements and the interpretation thereof. The arbitration shall be scheduled to be completed no later than ninety (90) days after arbitration is commenced to the extent practicable. 22.4 Any award rendered in such arbitration shall be final and binding upon the Parties hereto and judgment may be entered thereon of any order of enforcement obtained in any courts having jurisdiction. The decision of the arbitrator, or a majority of the arbitrators, shall be reduced to writing and shall be delivered to the Parties no later than thirty (30) days following the arbitration hearing. Each Party shall bear the Party's own attorneys' fees and other costs and expenses incurred in connection with the arbitration. The parties shall share the arbitrators' fees and any fees charged by the sponsoring arbitration service equally. The arbitrator or arbitrators shall not add any interest factor to an award except as specifically provided in this Agreement and shall not award punitive or exemplary damages, whether or not such punitive or exemplary damages would be permissible under applicable law. 22.5 Arbitration shall not be applicable to Confirmations or any equitable relief sought under this Agreement.

LAW AND ARBITRATION. 22.1 13.1 This Agreement, and all disputes and controversies arising in connection therewith, Agreement shall be governed by and construed in all respects in accordance with the laws of the State of New York without regard to principles of conflict of laws that would apply Netherlands 13.2 If any dispute (other law. 22.2 Any dispute than a Deadlock, which shall be dealt with as set out in clause 11) arises between the parties out of or in connection with - 13.2.1 the formation or existence of, the implementation of or the interpretation or application of, the provisions of the parties' respective rights and obligations in terms of or arising out of this Agreement or its breach or termination; or 13.2.2 the validity, enforceability, rectification, termination or cancellation, whether in whole or in part, of any documents furnished by any of the parties pursuant to the provisions of this Agreement, including but not limited ; or 13.2.3 which relates in any way to any question regarding its existence, validity or termination, matter affecting the interests of the parties in terms of this Agreement. and the parties are unable to resolve their dispute then any party shall be entitled to refer the dispute in the first instance, to the respective chief executive officers of Canal+ and MIH for resolution. 13.3 If the matter in dispute shall not have been resolved within 30 (thirty) days of it having been so referred to and finally resolved under clause 13.2, either Shareholder may refer the matter in dispute for determination by final arbitration conducted in Geneva in accordance with the Commercial Arbitration Rules of the American Arbitration Association, International Chamber of Commerce ("ICC") (which rules Rules are deemed to be incorporated. 22.3 The place of the arbitration shall be New York City, New York unless otherwise agreed to incorporated by the Parties. The language of the arbitration shall be English. The tribunal shall consist of a single arbitrator unless the amount in controversy exceeds $1,000,000, in which case either party may demand that the matter be heard reference into this clause) by a panel of three arbitrators, one to of whom shall be nominated appointed by each Party Canal+ and one of whom shall be appointed by MIH. The third arbitrator, who shall be the third chairman of the tribunal, shall be appointed by agreement between the first two appointees within 30 (thirty) days after the date on which the second arbitrator is appointed, failing which, such arbitrator shall be appointed by the two so nominatedrelevant appointing authority under the Rules of the ICC. All The arbitrators shall be attorneys licensed establish the procedural rules applicable to the proceedings and shall conduct the arbitration proceedings in the State of New York accordance with over twenty (20) years experience in international commercial agreements and the interpretation thereofDutch law. The arbitration shall be scheduled to be completed no later than ninety (90) days after arbitration is commenced to conducted in the extent practicable. 22.4 English language. Any award rendered in of such arbitration shall be final and finally binding upon the Parties hereto parties and judgment may this Agreement places no restriction on the jurisdiction in which such award shall be entered thereon enforced. 13.4 This clause shall not preclude any party from obtaining interim relief on an urgent basis from a court of competent jurisdiction pending any order of enforcement obtained in any courts having jurisdiction. The decision of the arbitrator, or a majority arbitrators. 13.5 The provisions of this clause - 13.5.1 constitute an irrevocable consent by the arbitrators, parties to any proceedings in terms hereof and no party shall be reduced entitled to writing and shall be delivered to withdraw therefrom or claim at any such proceedings that it is not bound by such provisions. 13.5.2 are severable from the Parties no later than thirty (30) days following the arbitration hearing. Each Party shall bear the Party's own attorneys' fees and other costs and expenses incurred in connection with the arbitration. The parties shall share the arbitrators' fees and any fees charged by the sponsoring arbitration service equally. The arbitrator or arbitrators shall not add any interest factor to an award except as specifically provided in rest of this Agreement and shall not award punitive remain in effect despite the termination of or exemplary damages, whether or not such punitive or exemplary damages would be permissible under applicable law. 22.5 Arbitration shall not be applicable to Confirmations or invalidity for any equitable relief sought under reason of this Agreement.

LAW AND ARBITRATION. 22.1 Governing Law 20.1 This Agreement, and all disputes and controversies arising in connection therewith, Agreement shall be governed exclusively interpreted and construed enforced in accordance with the laws of the State of New York without regard to principles of conflict of laws that would apply Germany. Dispute Resolution 20.2 Except as otherwise provided in this Agreement, any other law. 22.2 Any dispute and all disputes, controversies, or differences which arises may arise between the parties out of Parties hereto in relation to or in connection with this Agreement, including but not limited to any question regarding its existenceor the alleged breach, validity termination, or terminationinvalidity of this Agreement, shall be referred submitted to and the Management Committee. 20.3 Any dispute that is not resolved pursuant to Section 20.2 within thirty (30) days after receipt by a Party of notice of such dispute from the other Party, shall be finally resolved by binding arbitration conducted in accordance with this Section 20.3. Any arbitration under this Section 20.3 shall be conducted with the Commercial Arbitration applicable Rules of the American Arbitration Association, which rules are deemed to be incorporated. 22.3 The place International Chamber of the Commerce (lCC). All arbitration hearings shall be New York Cityconducted in London, New York unless otherwise agreed to by England, and the Parties. The language of the arbitration used in any such proceeding (and for all testimony, evidence and written documentation) shall be English. The tribunal shall consist of a single arbitrator unless . 20.4 If the amount in controversy exceeds $1,000,000controversy, in which case either party may demand that including claims and counterclaims, is less than *** U.S. Dollars (US$***) or if injunctive relief is the matter be heard by a panel of three arbitratorsonly relief requested, one to be nominated by each Party and the third by the two so nominated. All arbitrators there shall be attorneys licensed in the State of New York with over twenty (20) years experience in international commercial agreements and the interpretation thereof. The arbitration one arbitrator, who shall be scheduled to be completed no later than selected jointly by ENDO and GRÜNENTHAL within twenty day after receipt by respondent of a copy of the demand for arbitration. Such arbitrator shall have ninety (90) days after arbitration is commenced from the date of appointment to render a decision. If the extent practicableamount 77 of 91 Confidential and Proprietary 1. All proceedings and decisions of the arbitrator(s) shall be deemed confidential information of each of the Parties and shall be subject to Article 13. 22.4 Any award rendered in such arbitration 20.5 Unless the arbitrators otherwise designate, each Party shall be final and binding upon bear fifty percent (50%) of the Parties hereto and judgment may be entered thereon costs of any order arbitration under this Article 20 and of enforcement obtained in any courts having jurisdiction. The decision of the arbitrator, or a majority of engaging the arbitrators, and all of its own costs (including attorney and expert fees) incurred with respect thereto. 20.6 Notwithstanding anything to the contrary, any and all issues except for any issue between the Parties regarding the scope, construction, validity and enforceability of one or more patents shall be reduced to writing determined in a court of competent jurisdiction under the local patent laws of the jurisdictions having issued the patent or patents in question. 78 of 91 Confidential and shall be delivered to the Parties no later than thirty (30) days following the arbitration hearing. Each Party shall bear the Party's own attorneys' fees and other costs and expenses incurred in connection with the arbitration. The parties shall share the arbitrators' fees and any fees charged by the sponsoring arbitration service equally. The arbitrator or arbitrators shall not add any interest factor to an award except as specifically provided in this Agreement and shall not award punitive or exemplary damages, whether or not such punitive or exemplary damages would be permissible under applicable law. 22.5 Arbitration shall not be applicable to Confirmations or any equitable relief sought under this Agreement.Proprietary

LAW AND ARBITRATION. 22.1 21.1 This Agreement, and all disputes and controversies arising in connection therewith, Agreement shall be construed and governed and construed in accordance with the maritime law of the United States of America and, to the extent such law is inapplicable, with the laws of the State of New York without regard to principles of excluding any conflict of laws that would apply law rules. In connection with the interpretation of any other lawexhibit hereto, the choice of law of this Agreement shall prevail. 22.2 21.2 Any dispute which arises between the parties out of arising under or in connection with this Agreement, including but not limited to any question regarding its existence, validity or termination, Agreement shall be referred to and finally resolved settled by arbitration conducted in accordance with New York City under the Commercial Arbitration Rules rules of the American Arbitration Association, which rules are deemed to be incorporated. 22.3 except as provided herein. The place of the party requesting arbitration shall be New York City, New York unless otherwise agreed entitled to by have arbitration of the Partiesdispute consolidated with any other pending dispute under this Agreement or with any dispute arising under the Operating Agreement. The language party requesting arbitration shall serve upon the other party a written demand for arbitration with the name and address of the arbitration shall be English. The tribunal shall consist of a single arbitrator unless the amount in controversy exceeds $1,000,000appointed by it, in which case either and such other party may demand that the matter be heard by a panel of three arbitratorsshall, one to be nominated by each Party within ten (10) days thereafter, appoint an arbitrator, and the third by the two arbitrators so nominated. All arbitrators named, if they can agree, shall be attorneys licensed in the State of New York with over twenty (20) years experience in international commercial agreements appoint a third, and the interpretation thereof. The arbitration shall be scheduled to be completed no later than ninety (90) days after arbitration is commenced to the extent practicable. 22.4 Any decision or award rendered in such arbitration of any two shall be final and binding upon the Parties hereto parties. In no event shall any dispute or consolidated group of disputes be determined by more than three arbitrators. Should the party upon whom the demand for arbitration is served fail or refuse to appoint an arbitrator within ten (10) days, the single arbitrator shall have the right to decide alone, and his decision or award shall be final and binding upon the parties. The arbitrator(s) shall have the discretion to impose the cost of the arbitration proceedings, including reasonable attorney's fees upon the losing party, or divide it between the parties on any terms which may appear just. Any decision or award rendered hereunder may be made and entered as a rule or judgment of any Court, in any country having jurisdiction. 21.3 Judgment upon the arbitration award rendered may be entered thereon of any order of enforcement obtained in any courts Court having either personal or in rem jurisdiction. The decision , or application may be made to such Court for a judicial acceptance of the arbitratoraward and an Order of Enforcement, or a majority of as the arbitrators, shall be reduced to writing and shall be delivered to the Parties no later than thirty (30) days following the arbitration hearing. Each Party shall bear the Party's own attorneys' fees and other costs and expenses incurred in connection with the arbitration. The parties shall share the arbitrators' fees and any fees charged by the sponsoring arbitration service equally. The arbitrator or arbitrators shall not add any interest factor to an award except as specifically provided in this Agreement and shall not award punitive or exemplary damages, whether or not such punitive or exemplary damages would be permissible under applicable lawcase may be. 22.5 Arbitration shall not be applicable to Confirmations or any equitable relief sought under this Agreement.

LAW AND ARBITRATION. 22.1 19.1 This Agreement, Agreement and all disputes and controversies any dispute or claim arising in connection therewith, shall be governed and construed in accordance with the laws of the State of New York without regard to principles of conflict of laws that would apply any other law. 22.2 Any dispute which arises between the parties out of or in connection with it or its subject matter shall be governed by, and construed in accordance with, Hong Kong law. 19.2 Any dispute, controversy, difference or claim arising out of or relating to this Agreement, Agreement and/or the other Warrant Documents (including but not limited to any question regarding its the existence, validity validity, interpretation, performance, breach or termination, termination thereof or any dispute regarding non-contractual obligations arising out of or relating to this Agreement and/or the other Warrant Documents) shall be referred to and finally resolved by arbitration conducted in accordance with administered by the Commercial Hong Kong International Arbitration Centre (the “HKIAC”) under the Hong Kong International Arbitration Centre Administered Arbitration Rules in force when the notice of arbitration is submitted. The governing law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be three, of whom one shall be appointed by the American Arbitration Associationclaimant(s) to the dispute, which rules are deemed one arbitrator shall be appointed by the respondent(s) to the dispute, and the third arbitrator, who shall be incorporated. 22.3 the presiding arbitrator, shall be appointed by the HKIAC. The place arbitration proceedings shall be conducted, and all written decisions or correspondences shall be, in English. The costs of the arbitration shall be New York City, New York unless otherwise agreed to borne by the Parties. The language of the arbitration shall be English. The tribunal shall consist of a single arbitrator unless the amount in controversy exceeds $1,000,000, in which case either party may demand that the matter be heard by a panel of three arbitrators, one to be nominated by each Party and the third by the two so nominated. All arbitrators shall be attorneys licensed in the State of New York with over twenty (20) years experience in international commercial agreements and the interpretation thereof. The arbitration shall be scheduled to be completed no later than ninety (90) days after arbitration is commenced to the extent practicable. 22.4 Any award rendered in such arbitration shall be final and binding upon the Parties hereto and judgment may be entered thereon of any order of enforcement obtained in any courts having jurisdiction. The decision of the arbitrator, or a majority of the arbitrators, shall be reduced to writing and shall be delivered to the Parties no later than thirty (30) days following the arbitration hearingunsuccessful party. Each Party retains the right to request, before or during arbitral proceedings, from a court any interim relief and any such request shall bear not be deemed incompatible with the Party's own attorneys' fees agreement to arbitrate or a waiver of the right to arbitrate. 19.3 For the purposes of waiver of any applicable sovereign immunity, each Party unconditionally and irrevocably: (a) agrees that the execution, delivery and performance by it of this Agreement and other costs Warrant Documents constitutes private and expenses incurred commercial acts rather than public or governmental acts; (b) agrees that, should any judicial or arbitral proceeding be brought against it or its assets in any jurisdiction under this Agreement and other Warrant Documents, no immunity from such proceedings or in respect of its assets shall be claimed by or on behalf of itself or with respect to any of its assets; (c) waives (to the fullest extent) any right of immunity which it or any of its assets now has or may acquire in the future in any jurisdiction; (d) waives (to the fullest extent) any and all procedural privileges or immunities which it may be entitled to exercise and assents and consents to the giving of relief against it or its assets by way of injunction (interlocutory or final) or any analogous relief; and (e) consents generally, in respect of the enforcement of any arbitral award, judgment or interlocutory order against it in any judicial or arbitral proceeding in any jurisdiction, to the giving of any relief or to the issue of any process in connection with such proceedings (including the arbitration. The parties shall share the arbitrators' fees and making, enforcement or execution of any fees charged by the sponsoring arbitration service equally. The arbitrator judgment or arbitrators shall not add any interest factor to an award except as specifically provided in this Agreement and shall not award punitive or exemplary damagesarbitral award, whether or not such punitive or exemplary damages would be permissible under applicable law. 22.5 Arbitration shall not be applicable to Confirmations or any equitable relief sought under this Agreementorder arising out of any such judgment or arbitral award, against or in respect of any of its assets whatsoever irrespective of their use or intended use).

LAW AND ARBITRATION. 22.1 17.1 This Agreement, Agreement and all disputes and controversies any dispute or claim arising in connection therewith, shall be governed and construed in accordance with the laws of the State of New York without regard to principles of conflict of laws that would apply any other law. 22.2 Any dispute which arises between the parties out of or in connection with it or its subject matter shall be governed by, and construed in accordance with, Hong Kong law. 17.2 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, including but not limited to any question regarding its existence, validity or termination, ) (a “Dispute”) shall be referred to and finally resolved by arbitration. 17.3 The arbitration shall be conducted as follows: (a) the place of arbitration shall be in Hong Kong at the HKIAC; (b) the arbitration proceedings shall be conducted in Putonghua; (c) the UNCITRAL Arbitration Rules in accordance with the Commercial HKIAC Procedures for the Administration of International Arbitration Rules in force as at the Delisting Date (as may be amended by this Agreement) shall apply; (d) there shall be three arbitrators for any such arbitration. The submitting Party/Parties shall nominate one arbitrator, and the responding Party/Parties shall nominate one arbitrator, in each case, within 30 days after the submission of the American Arbitration AssociationNotice. Both arbitrators shall agree on the third arbitrator within 30 days thereafter. Should either Party fail to appoint an arbitrator within such 30 day period or should the two arbitrators fail, which rules are deemed within such 30 day period, to reach agreement on the third arbitrator, such arbitrator(s) shall be incorporatedappointed by the HKIAC. 22.3 The place of the arbitration shall be New York City, New York unless otherwise agreed to (e) an award by the Parties. The language of the arbitration shall be English. The tribunal shall consist of a single arbitrator unless the amount in controversy exceeds $1,000,000, in which case either party may demand that the matter be heard by a panel of three arbitrators, one to be nominated by each Party and the third by the two so nominated. All arbitrators shall be attorneys licensed in the State of New York with over twenty (20) years experience in international commercial agreements and the interpretation thereof. The arbitration shall be scheduled to be completed no later than ninety (90) days after arbitration is commenced to the extent practicable. 22.4 Any award rendered in such arbitration HKIAC shall be final and conclusive and binding upon the Parties hereto and the Parties waive irrevocably any rights to any form of appeal, review or recourse; (f) judgment upon the award rendered may be entered thereon in any court having jurisdiction and the Parties submit to the non-exclusive jurisdiction of the Hong Kong courts for this purpose. 17.4 Process by which any proceedings are begun may be served on Mr. Xuan, Brightex Enterprises and Araco by being served on Xx Xxxxxxx Xxx as its agent with the address at Unit 3205B-3206, 32/F, Office Tower, Xxxxxxxxxx Xxxxx, Xx.0 Xxxxxxx Xxxx, Xxxxxxx, Xxxx Xxxx. 17.5 Process by which any proceedings are begun may be served on the ACP Holders by being served on Ascendent Capital Partners (Asia) Limited as its agent with the address at Xxxxx 0000, 00/X, Xxxxxxx Xxxxx, 0 Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxx Kong. 17.6 The Parties agree that the documents which start any proceedings any other documents required to be served in relation to those proceedings may be served on the relevant Party in accordance with Clause 10. These documents may, however, be served in any other manner allowed by applicable Law. (ADOPTED BY SPECIAL RESOLUTION DATED 2019) (ADOPTED BY SPECIAL RESOLUTION DATED 2019) 1. The name of the company is China Automation Group Limited ( 中 國 自 動 化 集 團 有 限 公 司 ) (the "Company") 2. The registered office of the Company will be situated at the offices of Codan Trust Company (Cayman) Limited, Cricket Square, Xxxxxxxx Drive, XX Xxx 0000, Xxxxxx Xxxx, Grand Cayman KY1-1111, Cayman Islands or at such other location as the Directors may from time to time determine. 3. The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by any law as provided by Section 7(4) of the Companies Law of the Cayman Islands (the "Companies Law"). 4. The Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any order question of enforcement obtained in any courts having jurisdictioncorporate benefit as provided by Section 27(2) of the Companies Law. 5. The decision Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the arbitrator, or a majority business of the arbitrators, Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands. 6. The liability of the shareholders of the Company is limited to the amount, if any, unpaid on the shares respectively held by them. 7. The capital of the Company is HK$30,000,000 divided into 3,000,000,000 shares with a nominal or par value of HK$0.01 each provided always that subject to the Companies Law and the Articles of Association the Company shall have power to redeem or purchase any of its shares and to sub-divide or consolidate the said shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority, special privilege or other rights or subject to writing any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be delivered subject to the Parties no later than thirty (30) days following powers on the arbitration hearingpart of the Company hereinbefore provided. 8. Each Party shall The Company may exercise the power contained in Section 206 of the Companies Law to deregister in the Cayman Islands and be registered by way of continuation in some other jurisdiction. 9. Capitalised terms that are not defined herein bear the Party's own attorneyssame meaning given to them in the Articles of Association of the Company. (ADOPTED BY SPECIAL RESOLUTION DATED 2019) TABLE A 1 INTERPRETATION 1 PRELIMINARY 6 SHARES 7 PRE-EMPTIVE RIGHT AND ANTI-DILUTION 7 MODIFICATION OF RIGHTS 8 CERTIFICATES 9 FRACTIONAL SHARES 9 LIEN 9 CALLS ON SHARES 10 FORFEITURE OF SHARES 10 TRANSFER OF SHARES 11 RESTRICTION ON TRANSFER OF SHARES 11 RIGHT OF FIRST REFUSAL 12 TAG ALONG RIGHT 13 DRAG ALONG RIGHTS 14 TRANSMISSION OF SHARES 14 ALTERATION OF SHARE CAPITAL 14 REDEMPTION, PURCHASE AND SURRENDER OF SHARES 15 TREASURY SHARES 15 GENERAL MEETINGS 16 NOTICE OF GENERAL MEETINGS 16 PROCEEDINGS AT GENERAL MEETINGS 17 VOTES OF SHAREHOLDERS 18 CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS 18 RESERVED MATTERS 19 ALTERNATE DIRECTOR 20 POWERS AND DUTIES OF DIRECTORS 20 BORROWING POWERS OF DIRECTORS 21 THE SEAL 21 DISQUALIFICATION OF DIRECTORS 22 PROCEEDINGS OF DIRECTORS 22 DIVIDENDS 24 ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION 25 CAPITALISATION OF RESERVES 25 SHARE PREMIUM ACCOUNT 26 NOTICES 26 INDEMNITY AND INSURANCE 27 NON-RECOGNITION OF TRUSTS 28 WINDING UP 28 AMENDMENT OF ARTICLES OF ASSOCIATION 28 CLOSING OF REGISTER OR FIXING RECORD DATE 28 REGISTRATION BY WAY OF CONTINUATION 29 MERGERS AND CONSOLIDATION 29 DISCLOSURE 29 (ADOPTED BY SPECIAL RESOLUTION DATED _ 2019) The Regulations contained or incorporated in Table 'A' fees and other costs and expenses incurred in connection with the arbitration. The parties shall share First Schedule of the arbitrators' fees and any fees charged by the sponsoring arbitration service equally. The arbitrator or arbitrators Companies Law shall not add any interest factor apply to an award except as specifically provided in this Agreement China Automation Group Limited (中國自動化集團有限公司) (the "Company") and the following Articles shall not award punitive or exemplary damages, whether or not such punitive or exemplary damages would be permissible under applicable lawcomprise the Articles of Association of the Company. 22.5 Arbitration shall not be applicable to Confirmations or any equitable relief sought under this Agreement.

LAW AND ARBITRATION. 22.1 This Agreement, and all disputes and controversies 29.1 Any controversy or claim of whatsoever nature arising out of or relating in connection therewith, any manner whatsoever to this Agreement or any breach of any terms of this Agreement shall be governed by and construed in all respects in accordance with the laws of the US State of New York without regard to principles any choice of conflict law provisions or rule that might otherwise refer construction or interpretation of laws that would apply any other lawthis Agreement to the substantive law of another jurisdiction. 22.2 Any 29.2 If the Parties are unable to reach a mediated resolution according to Clause 28.4, either Party may submit any dispute which arises between the parties or other claim arising out of or in connection with this AgreementAgreement for resolution by binding arbitration in New York, including but not limited to any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration conducted in accordance with USA under the Commercial Rules of Arbitration Rules of the American Arbitration AssociationAssociation ( “AAA”) before a panel of three independent arbitrators with relevant business, which rules are deemed to be incorporated. 22.3 The place financial, scientific or other experience based on the subject matter of the dispute. Each Party shall select one arbitrator and the arbitrators so selected shall appoint a third arbitrator from a list of qualified persons provided by the AAA. Each Party shall pay its own legal costs and expenses associated with the arbitration, including the costs of its appointee and one-half the costs of the third arbitrator provided that all other costs incurred in the arbitration shall be New York City, New York unless otherwise agreed to borne as directed by the Partiesarbitrators. The language Judgment on the award rendered unanimously by the arbitrators shall in the absence of manifest error or failure of the arbitrators to conduct the arbitration shall in accordance with said AAA Rules be English. The tribunal shall consist of a single arbitrator unless the amount in controversy exceeds $1,000,000, in which case either party may demand that the matter be heard by a panel of three arbitrators, one to be nominated by each Party and the third by the two so nominated. All arbitrators shall be attorneys licensed in the State of New York with over twenty (20) years experience in international commercial agreements and the interpretation thereof. The arbitration shall be scheduled to be completed no later than ninety (90) days after arbitration is commenced to the extent practicable. 22.4 Any award rendered in such arbitration shall be final and binding upon on the Parties hereto with no right of appeal to any court and judgment such judgement may be entered thereon of any order of enforcement obtained by either Party in any courts court having jurisdiction. The decision of the arbitrator, jurisdiction thereof. 29.3 Nothing in either Clause 28 or a majority of the arbitrators, this Clause 29 shall be reduced construed to writing and shall limit or preclude a Party from bringing an action in any court of competent jurisdiction for injunctive or other equitable relief as may reasonably be delivered appropriate to protect the Parties no later than thirty (30) days following the arbitration hearing. Intellectual Property of such Party. 29.4 Each Party shall bear be entitled to recover from the Party's own attorneys' fees and other Party any costs and expenses (including reasonable legal fees) reasonably incurred by such Party in connection with enforcing any payment or other obligation under the arbitration. The parties shall share the arbitrators' fees and any fees charged by the sponsoring arbitration service equally. The arbitrator or arbitrators shall not add any interest factor to an award except as specifically provided in this Agreement and shall not award punitive or exemplary damages, whether or not such punitive or exemplary damages would be permissible under applicable law. 22.5 Arbitration shall not be applicable to Confirmations or any equitable relief sought under terms of this Agreement.

LAW AND ARBITRATION. 22.1 This Agreement, and all disputes and controversies arising in connection therewith, Agreement shall be governed by and construed in accordance with the laws of the State of New York York, United States of America, but without regard giving effect to the principles of conflict conflicts of laws that would apply any other law. 22.2 thereof. The United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the Parties hereunder. Any dispute which arises between the parties and all disputes arising out of or in connection with this Agreement, including but not limited to any question regarding its existence, validity or termination, Agreement between the Parties shall be referred to and finally resolved by arbitration conducted in accordance with settled under the Commercial Arbitration Rules rules of the American Arbitration AssociationAssociation by three (3) arbitrators. Each Party shall name one (1) arbitrator within thirty (30) Days following notification by the other Party; the two (2) arbitrators so chosen shall then select a third arbitrator as chairman. Should one (1) Party delay nomination of its arbitrator or if an arbitrator does not take up his office or if he is prevented from taking up his office at the correct time for any other reason, which rules are deemed or if the two (2) arbitrators cannot agree within thirty (30) Days as to the choice of the chairman, the President of the American Arbitration Association shall be incorporated. 22.3 asked to appoint such arbitrator. The Rules of Conciliation and Arbitration of the American Arbitration Association shall apply for the arbitration proceedings. The place of the arbitration shall be New York CityYork, New York unless otherwise agreed to York, United States of America. All arbitration filings and proceedings shall be in the English language. A Party entitled under an award by the Parties. The language arbitrators to receive an amount of money shall be entitled to recover its costs, including reasonable attorneys' fees, incurred in preparing for and participating in the arbitration shall be English. The tribunal shall consist proceeding and any ancillary proceedings, including proceedings to compel or enjoin arbitration or to request, confirm or set aside an award, in the same ratio as the total amount of a single arbitrator unless money ultimately awarded to such Party divided by the amount in controversy exceeds $1,000,000, in which case either party may demand that the matter be heard claimed by a panel of three arbitrators, one to be nominated by each Party and the third by the two so nominated. All arbitrators shall be attorneys licensed in the State of New York with over twenty (20) years experience in international commercial agreements and the interpretation thereof. The arbitration shall be scheduled to be completed no later than ninety (90) days after arbitration is commenced to the extent practicablesuch Party. 22.4 Any award rendered in such arbitration shall be final and binding upon the Parties hereto and judgment may be entered thereon of any order of enforcement obtained in any courts having jurisdiction. The decision of the arbitrator, or a majority of the arbitrators, shall be reduced to writing and shall be delivered to the Parties no later than thirty (30) days following the arbitration hearing. Each Party shall bear the Party's own attorneys' fees and other costs and expenses incurred in connection with the arbitration. The parties shall share the arbitrators' fees and any fees charged by the sponsoring arbitration service equally. The arbitrator or arbitrators shall not add any interest factor to an award except as specifically provided in this Agreement and shall not award punitive or exemplary damages, whether or not such punitive or exemplary damages would be permissible under applicable law. 22.5 Arbitration shall not be applicable to Confirmations or any equitable relief sought under this Agreement.