New York Uses in Governing Law; Dispute Resolution Clause

Governing Law; Dispute Resolution

Gongqingcheng Wujiang Xingyao Investment Management Partnership (Limited Partnership) (the "Sponsor") is pleased to offer this commitment with respect to the purchase of certain equity interests of Beijing Wuxing Rongcheng Technology Ltd., a limited liability company incorporated under the laws of the People's Republic of China ("Holdco"). Holdco has been formed for purposes of acquiring KongZhong Corporation (the "Company") pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the "Merger Agreement"), dated as of the date hereof, by and among the Company, Linkedsee Limited ("Parent") and Wiseman International Limited ("Merger Sub") on the terms and subject to the conditions set forth in the Merger Agreement (the "Transaction"). Each capitalized term used and not defined herein shall have the meaning ascribed thereto in the Merger Agreement. This letter agreement (this "Agreement") is being delivered together with subst

Governing Law; Dispute Resolution. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or other conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Agreement shall be submitted to the Hong Kong International Arbitration Centre ("HKIAC") and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time and as may be amended by this Section 7 (the "HKIAC Rules"). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an "Arbitrator"). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the HKIAC Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

Governing Law; Dispute Resolution

Gongqingcheng Wujiang Xingyao Investment Management Partnership (Limited Partnership) (the "Sponsor") is pleased to offer this commitment with respect to the purchase of certain equity interests of Beijing Wuxing Rongcheng Technology Ltd., a limited liability company incorporated under the laws of the People's Republic of China ("Holdco"). Holdco has been formed for purposes of acquiring KongZhong Corporation (the "Company") pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the "Merger Agreement"), dated as of the date hereof, by and among the Company, Linkedsee Limited ("Parent") and Wiseman International Limited ("Merger Sub") on the terms and subject to the conditions set forth in the Merger Agreement (the "Transaction"). Each capitalized term used and not defined herein shall have the meaning ascribed thereto in the Merger Agreement. This letter agreement (this "Agreement") is being delivered together with subst

Governing Law; Dispute Resolution. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or other conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Agreement shall be submitted to the Hong Kong International Arbitration Centre ("HKIAC") and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time and as may be amended by this Section 7 (the "HKIAC Rules"). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an "Arbitrator"). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the HKIAC Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

Governing Law; Dispute Resolution from Separation Agreement and Release

This Separation Agreement and Release (the "Separation Agreement") is made by and between Brian King ("Executive") and root9B Technologies, Inc. (the "Company") (collectively, referred to as the "Parties" or individually referred to as a "Party").

Governing Law; Dispute Resolution. This Separation Agreement shall be governed by and construed in accordance with the laws of the state of New York, without giving effect to conflict of law principles. The parties agree that any claims related to or arising under this Separation Agreement shall be brought exclusively in any court of competent jurisdiction located in New York, New York, and Executive hereby consents to the jurisdiction of any such court with respect to any such matters.

Governing Law; Dispute Resolution

I am pleased to offer You employment at SFX Entertainment, Inc. (the Company) on the terms set forth in this offer letter agreement (the Agreement).

Governing Law; Dispute Resolution. This Agreement shall be governed by and construed and enforced in accordance with the local laws of the State of New York, without regard to the conflicts of law rules thereof. You hereby agree to arbitrate in New York City any disputes with the Company, including its officers, directors, or members, arising out of or relating to this Agreement or Your employment with the Company under and in accordance with JAMS Streamlined Arbitration Rules. Notwithstanding the foregoing, either party may seek provisional injunctive relief to enforce the terms and conditions of this Agreement in any court of competent jurisdiction, including, without limitation, the Supreme Court of the State of New York, County of New York. In the case of injunctive relief, You hereby agree to consent to personal jurisdiction of the state and federal courts situated within the County of New York, State of New York for purposes of enforcing this Agreement, and waive any objection that You might have to personal jurisdiction or venue in those courts. Each party shall bear Your or its own costs, expenses, and attorney fees incurred in connection with any such arbitration.

GOVERNING LAW; DISPUTE RESOLUTION from Executive Employment Agreement

THIS EMPLOYMENT AGREEMENT, dated June 3, 2014 (the Agreement), is between GAME PLAN HOLDINGS, INC., a Nevada corporation (the Company), and James Dingman (Executive), an individual.

GOVERNING LAW; DISPUTE RESOLUTION. The parties agree that any dispute, controversy or claim between Executive and the Company based on, arising out of or relating to Executives employment under this Agreement or the termination of same, including, without limitation, any and all claims under Title VII of the Civil Rights Acts of 1964 as amended, the Civil Rights Act of 1870, the Americans with Disabilities Act of 1990 as amended, the Americans with Disabilities Act Amendments Act of 2008, the Age Discrimination in Employment Act as amended, the Older Workers Benefit Protection Act, the Fair Labor Standards Act of 1938 as amended by the Equal Pay Act of 1963, the Lilly Ledbetter Fair Pay Act of 2009, the Family and Medical Leave Act, the Executive Retirement Income Security Act of 1974, the Civil Rights Act of 1991, the Genetic Information Nondiscrimination Act of 2008, the Consolidated Omnibus Budget Reconciliation Act, the U.S. Patriot Act, the Sarbanes-Oxley Act of 2002, the DoddFrank Wall Street Reform and Consumer Protection Act, the New York State (organization) values">New York State Human Right Law, the New York Labor Law, the New York City (location) values">New York City Administrative Code and any other federal, state or local civil rights, disability, discrimination, retaliation or labor law, or any theory of contract, criminal, arbitral or tort law, shall be settled by final and binding arbitration in Suffolk County, Massachusetts, administered by the American Arbitration Association (AAA) pursuant to the National Rules for the Resolution of Employment Disputes of the AAA (Rules of the AAA). This Agreement shall be construed in accordance with the laws of the Commonwealth of Massachusetts without reference to the conflict of laws provisions thereof, and judgment upon any resulting arbitration award may be entered in any court of competent jurisdiction.

GOVERNING LAW; DISPUTE RESOLUTION from Employment Agreement

THIS EMPLOYMENT AGREEMENT, dated March 15, 2013 (the Agreement), is between GAME PLAN HOLDINGS, INC., a Nevada corporation (the Company), and ALEXANDER KARSOS (Employee), an individual.

GOVERNING LAW; DISPUTE RESOLUTION. The parties agree that any dispute, controversy or claim between Employee and the Company based on, arising out of or relating to Employees employment under this Agreement or the termination of same, including, without limitation, any and all claims under Title VII of the Civil Rights Acts of 1964 as amended, the Civil Rights Act of 1870, the Americans with Disabilities Act of 1990 as amended, the Americans with Disabilities Act Amendments Act of 2008, the Age Discrimination in Employment Act as amended, the Older Workers Benefit Protection Act, the Fair Labor Standards Act of 1938 as amended by the Equal Pay Act of 1963, the Lilly Ledbetter Fair Pay Act of 2009, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, the Civil Rights Act of 1991, the Genetic Information Nondiscrimination Act of 2008, the Consolidated Omnibus Budget Reconciliation Act, the U.S. Patriot Act, the Sarbanes-Oxley Act of 2002, the DoddFrank Wall Street Reform and Consumer Protection Act, the New York State (organization) values">New York State Human Right Law, the New York Labor Law, the New York City (location) values">New York City Administrative Code and any other federal, state or local civil rights, disability, discrimination, retaliation or labor law, or any theory of contract, criminal, arbitral or tort law, shall be settled by final and binding arbitration in Orange County, California, administered by the American Arbitration Association (AAA) pursuant to the National Rules for the Resolution of Employment Disputes of the AAA (Rules of the AAA). This Agreement shall be construed in accordance with the laws of the State of New York without reference to the conflict of laws provisions thereof, and judgment upon any resulting arbitration award may be entered in any court of competent jurisdiction.

Governing Law; Dispute Resolution from Separation Agreement and Release

This Separation Agreement and Release (this Agreement) is entered into as of the 24th day of September, 2013, between Thomas C. Kennedy (Executive), on the one hand, and Hilton Worldwide, Inc. f/k/a Hilton Hotels Corporation (Hilton) and BH Hotels Holdco LLC (Holdings) (Hilton and Holdings are collectively referred to herein as the Company) on the other hand (each a Party and, collectively, the Parties):

Governing Law; Dispute Resolution. This Agreement and any other documents referred to herein shall be governed by, construed and enforced in accordance with the laws of the State of New York without reference to conflicts of law principles.

Governing Law; Dispute Resolution from Separation Agreement and Release

This Separation Agreement and Release (this Agreement) is entered into as of the 31st day of October, 2012, between Paul J. Brown (Executive), on the one hand, and Hilton Worldwide, Inc. f/k/a Hilton Hotels Corporation (Hilton) and BH Hotels Holdco LLC (Holdings) on the other hand (each a Party and, collectively, the Parties):

Governing Law; Dispute Resolution. This Agreement and any other documents referred to herein shall be governed by, construed and enforced in accordance with the laws of the State of New York without reference to conflicts of law principles.

Governing Law; Dispute Resolution from Financial Advisory Agreement

This letter confirms the agreement of Tianjin TEDA Hengyun Commerce and Trade Co., Ltd. or any of its successors, assigns, subsidiaries or affiliates (collectively referred to herein as the "Company") to effect a reverse merger (the "Merger") with Stalar 1, Inc, a Delaware corporation (the "Reporting Company"), an entity controlled by Dr. Steven Fox. Upon the effective date of the Merger, in consideration of the Reporting Company entering into the Merger, the shareholders of the Reporting Company, or its designees, shall receive fully-paid and non-assessable shares of the survivor of the Merger, par value $.0001 per share, which shares shall represent a total of nine percent (9%) of the fully-diluted capital stock of the survivor of the Merger (calculated post-money, e.g. after any planned equity financing transaction involving the surviving entity contemplated to occur prior to or subsequent to or simultaneously with the Merger). Such shares shall be entitled to demand and piggy-back

Governing Law; Dispute Resolution. This Agreement will be governed by and construed under the laws of the New York (location) values">State of New York but without regard to conflicts of laws principles. The Reporting Company, in its sole discretion, may commence a legal action or claim for specific performance against the Company in either the State of New York or in Hong Kong. The Company hereby submits to the personal jurisdiction of the federal or state courts located in the State of New York or the courts located in Hong Kong. At the option of the Reporting Company, any dispute controversy or claim arising out of or relating to this Agreement may be settled by arbitration. In the event that the Reporting Company selects arbitration, the appointing authority shall be Hong Kong International Arbitration Center ("HKIAC"). The place of arbitration shall be in Hong Kong at HKIAC in accordance with then effective HKIAC procedures for arbitration. If the Reporting Company selects arbitration then the arbitration rule shall be final and binding on the parties.

Governing Law; Dispute Resolution from Standstill Agreement

THIS STANDSTILL AGREEMENT (this "Agreement"), dated as of August 22, 2011, is entered into by and between ReneSola Ltd, a British Virgin Islands company (the "Company") and Mr. Xianshou Li, a citizen of People's Republic of China ("Mr. Li").

Governing Law; Dispute Resolution. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to any conflicts of laws principles. (b) Any dispute, claim or controversy arising out of or relating to or in connection with this Agreement, including, without limitation, a dispute regarding the breach, termination, enforceability or validity hereof shall be settled exclusively and finally by arbitration in accordance with the UNCITRAL Arbitration Rules as at present in force and as may be amended by the rest of this clause and judgment on the award may be entered by any court having jurisdiction. The appointing authority shall be the Hong Kong International Arbitration Centre ("HKIAC"). The seat of arbitration shall be in Hong Kong at the HKIAC. Any such arbitration shall be administered by the HKIAC in accordance with HKIAC Procedures for Arbitration in force as the date of this Agreement including such additions to the UNCITRAL Arbitration Rules as are therein contained. There shall be three arbitrators. Mr. Li shall choose one arbitrator and the Company shall choose one arbitrator. The Secretary General of the HKIAC shall choose the third arbitrator who shall be qualified to practice law in the State of New York, United States of America. If any of the members of the arbitral tribunal have not been appointed within 30 days after the date that the notice of the submission of the dispute to arbitration has been given by the submitting party to each other party to the dispute, the relevant appointment shall be made by the Secretary General of the Centre. The language to be used in the arbitral proceedings shall be English. The award of the arbitrators shall be final and binding upon the parties, and shall not be subject to any appeal or review.