Common use of Governing Law; Dispute Resolution Clause in Contracts

Governing Law; Dispute Resolution. This Limited Guaranty 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 Limited Guaranty 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 9 (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. This (a) Subject to Section 13(b), this Limited Guaranty Guarantee shall be interpreted, construed and governed by, by and construed in accordance with, 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 Laws of the State of New York or any other jurisdiction) without regard to the conflict of Law principles thereof that would cause subject such matter to the application Laws of the laws of any jurisdiction other than the State of New Yorkanother jurisdiction. Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guaranty Guarantee shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC (the “Rules”) in force at the relevant time and as may be amended by this Section 9 (the “HKIAC Rules”)13. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree 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. This (a) Subject to Section ‎13‎(b), this Limited Guaranty Guarantee and all disputes or controversies arising out of or relating to this Limited Guarantee or the transactions contemplated hereby shall be interpreted, construed and governed by, by and construed in accordance with, 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 Laws of the State of New York or any other jurisdiction) without regard to the conflict of Law principles thereof that would cause subject such matter to the application Laws of the laws of any jurisdiction other than the State of New Yorkanother jurisdiction. Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guaranty Guarantee shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC (the “Rules”) in force at the relevant time and as may be amended by this Section 9 (the “HKIAC Rules”)‎13. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third (3rd) Arbitrator will be nominated jointly by the first two (2) Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two (2) Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third (3rd) 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. (a) This Limited Guaranty LICENSE shall be governed by, by and construed in accordance withwith the laws of *** in each case without reference to any rules of conflict of laws, except that matters pertaining to intellectual property rights and patents shall be governed by the laws of the State of New York, without giving effect to any choice of law jurisdiction in which such intellectual property rights 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 Yorkpatents exist. Any disputesdispute between ADAPTIMMUNE and LTC pertaining to the interpretation of this LICENSE, actions and proceedings against any party or arising out of or in any way relating to this Limited Guaranty the breach thereof, shall be submitted to settled by binding arbitration in the Hong Kong International city of Washington, D.C., administered by the American Arbitration Centre Association (“HKIACAAA”) and resolved in accordance with its commercial arbitration rules, and judgment on the Arbitration Rules of HKIAC in force at award rendered by the relevant time and as arbitrator may be amended by this Section 9 (the “HKIAC Rules”)entered in any court having jurisdiction thereof. The place administrative charges, arbitrators’ fees, and related expenses of any arbitration shall be Hong Kongpaid equally by the PARTIES but each PARTY shall be responsible for any costs or expenses incurred in presenting such PARTY’s case to the arbitrators, such as attorney’s fees or expert witness fees. There shall be three arbitrators. Each PARTY shall appoint one arbitrator. The official language of third arbitrator shall act as the arbitration shall be English presiding arbitrator and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree 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 agreement of the HKIACPARTY-appointed arbitrators. If no agreement on such appointment can be reached, the parties may ask AAA to make the appointment. The arbitration proceedings shall be conducted in English. The arbitration tribunal shall have no authority to award punitive or other punitive-type damagesapply AAA rules in effect at the time of the arbitration. In the event of a conflict between the provisions of this Section 14.1(a) and such AAA rules, the provisions of this Section 14.1(a) shall prevail. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may PARTIES and the winning PARTY may, at the cost and expense of the losing PARTY, apply to any court of competent jurisdiction for enforcement of such award andaward. The administrative charges, arbitrators’ fees, and related expenses ***Portions of this page have been omitted pursuant to a request for purposes Confidential Treatment and filed separately with the Commission. of any arbitration shall be paid equally by the enforcement of PARTIES, but each PARTY shall be responsible for any costs or expenses incurred in presenting such award, the parties irrevocably and unconditionally submit PARTY’s case to the jurisdiction of any court of competent jurisdiction and waive any defenses to arbitrators, such enforcement based on lack of personal jurisdiction as attorney’s fees or inconvenient forumexpert witness fees.

Governing Law; Dispute Resolution. (a) This Limited Guaranty Guarantee shall be interpreted, construed and governed by, by and construed in accordance with, 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 Laws of the State of New York or any other jurisdiction) without regard to the conflict of Law principles thereof that would cause subject such matter to the application Laws of the laws of any jurisdiction other than the State of New Yorkanother jurisdiction. Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guaranty Guarantee shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC (the “Rules”) in force at the relevant time and as may be amended by this Section 9 (the “HKIAC Rules”)13. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree 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. This (a) Subject to Section 13(b), this Limited Guaranty Guarantee and all disputes or controversies arising out of or relating to this Limited Guarantee or the transactions contemplated hereby shall be interpreted, construed and governed by, by and construed in accordance with, 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 Laws of the State of New York or any other jurisdiction) without regard to the conflict of Law principles thereof that would cause subject such matter to the application Laws of the laws of any jurisdiction other than the State of New Yorkanother jurisdiction. Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guaranty Guarantee shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC (the “Rules”) in force at the relevant time and as may be amended by this Section 9 (the “HKIAC Rules”)13. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third (3rd) Arbitrator will be nominated jointly by the first two (2) Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two (2) Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third (3rd) 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. This Limited Guaranty The interpretation and application of this Employment shall be governed by, and construed in accordance with, by the laws of the State of New York, York without giving effect regard to any choice principles of law or other conflict of law provision or rule (whether laws, other than laws which violate a fundamental public policy of the State state of New York employ, in which case such state’s laws shall govern with regard to such policies. Except for claims requesting injunctive relief, any dispute 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 claim arising out of of, in connection with, or in any way relating to this Limited Guaranty Agreement (including without limitation its subject matter, interpretation, or formation) or to Executive’s employment or relationship with the Company shall be submitted resolved by binding arbitration to be held in or around Farmingdale, New York, before three (3) arbitrators selected by the Hong Kong International American Arbitration Centre (“HKIAC”) and resolved Association, conducted in accordance with the then-prevailing Employment Arbitration Rules and Mediation Procedures of HKIAC in force at the relevant time and as may American Arbitration Association. A copy of these rules can be amended by this Section 9 accessed through the American Arbitration Association’s website (the “HKIAC Rules”xxx.xxx.xxx). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator arbitrators’ decision will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree 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 in accordance with the disputing parties. Any party to an award Federal Arbitration Act and may apply to be enforced in any court of competent jurisdiction for enforcement of such award and, for purposes jurisdiction. The arbitrators will not have the right to modify or change any of the enforcement terms of such awardthis Employment Agreement. The arbitrators, and not any court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Employment Agreement including any claim that all or any part of this Agreement is void or voidable. The parties agree that the arbitrators may provide all appropriate remedies at law and equity and will have the power to summarily adjudicate claims and/or enter summary judgment in appropriate cases. In any arbitration proceeding conducted pursuant to this paragraph, the parties irrevocably shall have the right to discovery, to call witnesses, and unconditionally submit to cross-examine the other party’s witnesses. The arbitrator shall render a final decision in writing, setting forth the reasons for the arbitration award. Both parties are bound by this agreement to arbitrate, but it does not include disputes, controversies or differences which may not by law be arbitrated. The parties agree that the arbitration proceedings described in this Section are to be treated as confidential, and that the parties will act to protect the confidentiality of the documents, facts, and proceedings related to the jurisdiction arbitration. THE PARTIES WAIVE THEIR RIGHT TO HAVE ANY SUCH DISPUTE, CLAIM OR CONTROVERSY DECIDED BY A JUDGE OR JURY IN A COURT. THE PARTIES ALSO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR COLLECTIVE PROCEEDING. THE PARTIES ALSO AGREE THAT EACH MAY NOT BRING CLAIMS AGAINST THE OTHER IN ANY PURPORTED REPRESENTATIVE ACTION, EXCEPT TO THE EXTENT THIS STATEMENT IS UNENFORCEABLE UNDER THE LAW. All American Arbitration Association filing fees, administrative costs, and arbitrator fees (as well as other related fees) shall be paid by the Company, with the exception of any court fees that would be paid by the Executive should the dispute be settled in a Court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forumLaw.

Governing Law; Dispute Resolution. This Limited Guaranty Agreement, and all matters arising directly or indirectly from this Agreement, shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without giving effect to any the choice of law provisions thereof. Any unresolved controversy or claim arising out of or relating to this Agreement, except (i) as otherwise provided in this Agreement or (ii) with respect to which a party seeks injunctive or other conflict equitable relief, shall be submitted to arbitration by one arbitrator. In connection with any arbitration conducted pursuant to this Agreement, an arbitrator will be selected in accordance with the rules of law the American Arbitration Association (the “AAA”) then in effect. The arbitration proceedings shall take place in New York City, in accordance with the rules of the AAA then in effect, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. There shall be limited discovery prior to the arbitration hearing as follows: (a) exchange of witness lists and copies of documentary evidence and documents relating to or arising out of the issues to be arbitrated, (b) depositions of all party witnesses and (c) such other depositions as may be allowed by the arbitrators upon a showing of good cause. Depositions shall be conducted in accordance with the New York Code of Civil Procedure. The arbitrator shall be required to provide in writing to the parties the basis for the award or order of such arbitrator. A court reporter shall record all hearings, with such record constituting the official transcript of such proceedings. Each party will bear its own costs in respect of any disputes arising under this Agreement. The arbitrator shall be directed to award the arbitrator’s compensation charges and the administrative fees of the AAA to the prevailing party. The parties knowingly and voluntarily agree to this arbitration provision and acknowledge that arbitration shall be instead of any civil litigation, meaning that the parties each are waiving any rights to a jury trial. Notwithstanding the foregoing, this Section 11(G) shall not preclude any party to this Agreement from pursuing court action for the sole purpose of obtaining a temporary restraining order, preliminary injunction, permanent injunction or rule (whether other equitable relief from any court of competent jurisdiction in circumstances in which such relief is appropriate, including, but not limited to, enforcement of the Employee Covenants. Each of the parties to this Agreement consents to personal jurisdiction and venue for any equitable action sought in the United States District Court for the Southern District of New York and any state court in the State of New York or that is located in New York County (and in the appropriate appellate courts from 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 Limited Guaranty 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 9 (the “HKIAC Rules”foregoing). 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. This Limited Guaranty 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 Limited Guaranty 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 9 ‎Section 7(k) (the “HKIAC Rules”). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree 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. This Limited Guaranty The interpretation and application of this Employment shall be governed by, and construed in accordance with, by the laws of the State of New York, York without giving effect regard to any choice principles of law or other conflict of law provision or rule (whether laws, other than laws which violate a fundamental public policy of the State state of New York employ, in which case such state’s laws shall govern with regard to such policies. Except for claims requesting injunctive relief, any dispute 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 claim arising out of of, in connection with, or in any way relating to this Limited Guaranty Agreement (including without limitation its subject matter, interpretation, or formation) or to Executive’s employment or relationship with the Company shall be submitted resolved by binding arbitration to be held in or around Farmingdale, New York, before three (3) arbitrators selected by the Hong Kong International American Arbitration Centre (“HKIAC”) and resolved Association, conducted in accordance with the then-prevailing Employment Arbitration Rules and Mediation Procedures of HKIAC in force at the relevant time and as may American Arbitration Association. A copy of these rules can be amended by this Section 9 accessed through the American Arbitration Association’s website (the “HKIAC Rules”xxx.xxx.xxx). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator arbitrators’ decision will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree 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 in accordance with the disputing parties. Any party to an award Federal Arbitration Act and may apply to be enforced in any court of competent jurisdiction for enforcement of such award and, for purposes jurisdiction. The arbitrators will not have the right to modify or change any of the enforcement terms of such awardthis Employment Agreement. The arbitrators, and not any court, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Employment Agreement including any claim that all or any part of this Agreement is void or voidable. The parties agree that the arbitrators may provide all appropriate remedies at law and equity and will have the power to summarily adjudicate claims and/or enter summary judgment in appropriate cases. In any arbitration proceeding conducted pursuant to this paragraph, the parties irrevocably shall have the right to discovery, to call witnesses, and unconditionally submit to cross-examine the other party’s witnesses. The arbitrator shall render a final decision in writing, setting forth the reasons for the arbitration award. Both parties are bound by this agreement to arbitrate, but it does not include disputes, controversies or differences which may not by law be arbitrated. The parties agree that the arbitration proceedings described in this Section 10 are to be treated as confidential, and that the parties will act to protect the confidentiality of the documents, facts, and proceedings related to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forumarbitration. THE PARTIES WAIVE THEIR RIGHT TO HAVE ANY SUCH DISPUTE, CLAIM OR CONTROVERSY DECIDED BY A JUDGE OR JURY IN A COURT. THE PARTIES ALSO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR COLLECTIVE PROCEEDING. THE PARTIES ALSO AGREE THAT EACH MAY NOT BRING CLAIMS AGAINST THE OTHER IN ANY PURPORTED REPRESENTATIVE ACTION, EXCEPT TO THE EXTENT THIS STATEMENT IS UNENFORCEABLE UNDER THE LAW.

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

Governing Law; Dispute Resolution. This Limited Guaranty Agreement, any Ancillary Agreements and any other closing documents shall be governed by, by and construed in accordance with, with the laws of the State Commonwealth of New YorkVirginia as applied to contracts entered into by Virginia residents and performed entirely in Commonwealth of Virginia, without giving effect to any choice its principles or rules regarding conflicts of law or laws, other conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the than such principles directing application of the laws of any jurisdiction other than the State Commonwealth of New YorkVirginia. Any disputesdispute, actions and proceedings against any party controversy or Claim arising out of or in any way relating to this Limited Guaranty Agreement or any ancillary Agreement, or the breach thereof, shall be submitted to the Hong Kong International Arbitration Centre settled by binding arbitration before three (“HKIAC”3) and resolved arbitrators selected in accordance with rules of the American Arbitration Rules of HKIAC Association, with such arbitrators having experience in force at mergers and acquisition transactions, and with such arbitration being administered by the relevant time American Arbitration Association under its commercial arbitration rules, and as the judgment on the award rendered by such arbitrators may be amended by this Section 9 (entered in any state court or federal court sitting in the “HKIAC Rules”)Commonwealth of Virginia, with each party hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect to its property, generally and unconditionally, to the nonexclusive jurisdiction of the aforesaid courts. The place of Any arbitration shall be Hong Kongheld in the county of Fairfax, Commonwealth of Virginia. The official language of Purchaser and Sole Member shall equally bear any arbitration fees and administrative costs associated with such arbitrations, except that each party shall bear its own legal fees and costs; provided, however, the arbitration prevailing party in such arbitration, as determined by the arbitrators, shall be English awarded its costs and the arbitration tribunal shall consist reasonable attorneys’ fees incurred in connection with such arbitration. Each party hereto hereby irrevocably waives, and agrees not to assert, by way of three arbitrators motion, as a defense, counter claim or otherwise, in any action or proceeding with respect to this Agreement, (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(sa) 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 claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 9.9, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of competent jurisdiction notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and waive (c) to the fullest extent permitted by applicable law, that (i) the suit, action or proceeding in any defenses to such enforcement based on lack of personal jurisdiction or court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Dispute Resolution. This Limited Guaranty Benefit Agreement and all disputes arising out of or related to this Benefit Agreement or any breach hereof shall be governed by, by and construed in accordance with, under the laws of the State Commonwealth of New YorkMassachusetts, 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) principles that would cause require the application of the laws of any jurisdiction other than the State of New Yorka different state. Any disputes, actions disputed matter between the parties or any of their respective successors and proceedings against any party assigns under or arising out of or in any way relating related to this Limited Guaranty Benefit Agreement shall be submitted to governed exclusively and finally by arbitration. Such arbitration shall be conducted by the Hong Kong International American Arbitration Centre Association (“HKIACAAA”) in the Commonwealth of Massachusetts, County of Middlesex, and resolved shall be initiated and conducted in accordance with the Commercial Arbitration Rules of HKIAC the AAA, as such rules shall be in force at effect on the relevant time and as may date of a delivery of a demand for arbitration (“Demand”), except to the extent that such rules are inconsistent with the provisions set forth herein. The arbitration shall be amended conducted by this Section 9 a single arbitrator (the “HKIAC RulesArbitrator”)) to be mutually selected by, and agreeable to, the parties. The place of arbitration shall be Hong Kong. The official language If the parties are unable to agree on the Arbitrator within forty-five (45) days of the arbitration shall be English and date of a Demand, then the arbitration tribunal shall consist of three arbitrators (each, parties agree that 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 designated by the HKIACAAA. The arbitration tribunal In any event, the Arbitrator shall have no authority to be independent and without any economic or financial interest of any kind in the outcome of the arbitration. Any award punitive or other punitive-type damagesby the Arbitrator shall be accompanied by a written opinion setting forth the findings of fact and conclusions of law relied upon in reaching the decision. The award of rendered by the arbitration tribunal Arbitrator shall be final final, binding and binding non-appealable, and judgment upon the disputing parties. Any party to an such award may apply to be entered by any court of competent jurisdiction for enforcement jurisdiction. Each party shall pay the fees of its own attorneys, expenses of witnesses and all other expenses and costs in connection with the presentation of such award and, for purposes party's case. The remaining costs of the enforcement arbitration, including without limitation, fees of the Arbitrator, costs of records or transcripts and administrative fees shall be borne equally by the parties. Notwithstanding the foregoing, the Arbitrator may modify the allocation of such award, costs and fees in those cases where fairness dictates a different allocation of costs between the parties irrevocably and unconditionally submit an award of attorneys' fees to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forumprevailing party as determined by the Arbitrator.

Governing Law; Dispute Resolution. This Limited Guaranty Agreement shall be governed by, construed and construed enforced in accordance with, 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 YorkEngland. Any disputescontroversy, actions and proceedings against any party dispute or claim arising out of or in any way relating to this Limited Guaranty Agreement (including, without limitation, any claim of malpractice or breach of contract) shall be submitted first negotiated in good faith between the Parties. If the Parties cannot agree on all or part of the matters subject to controversy, or if all outstanding issues in dispute are not fully and finally resolved through negotiation, then the Hong Kong International Arbitration Centre (“HKIAC”) and resolved Parties agree that all remaining disputes shall be settled by binding arbitration. The arbitration shall take place in accordance with London, England under the Arbitration Rules of HKIAC the London Court of International Arbitration (LCIA)I in force effect at the relevant time of the arbitration is initiated. PIB BV shall appoint one arbitrator and TERRA shall indicate another, and both arbitrators so designated shall indicate a third one to act as may be amended by this Section 9 (the “HKIAC Rules”)Chairman. The place of arbitration shall be Hong Kong. The official governing language of the arbitration shall be English and all arbitrators shall be fluent in the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”)governing language. The claimant(s)arbitrators shall render a full complete, irrespective conclusive and binding resolution of numberthe dispute. The arbitration award may assess reasonable attorney’s fees and costs, shall nominate jointly one Arbitrator; including 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 costs of the arbitration tribunaland the arbitrators’ compensation, against one or more parties. 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 Enforcement of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to be entered in any court having jurisdiction thereof. This Agreement to arbitrate shall constitute an irrevocable waiver of competent jurisdiction for enforcement each party’s right to a trial by courts jury. Third Parties Beneficiaries: This Agreement shall not be construed to confer any benefit on any person not being a Party to this Agreement nor shall it provide any rights to such person to enforce any of such award and, for purposes its provisions and the provisions of the enforcement English Contracts (Rights 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 forumThird Parties) Xxx 0000 are expressly excluded.

Governing Law; Dispute Resolution. This Limited Guaranty 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 YorkHong Kong. Any All disputes, actions and proceedings against any party controversies or claims (each, a “Dispute”) arising out of or in any way relating to connection with this Limited Guaranty Agreement shall first be submitted to senior representatives of the relevant Parties to the Dispute for discussion and resolution. Such senior representatives shall discuss in good faith to resolve the Dispute within thirty (30) calendar days. If any Dispute is not resolved by and among such senior representatives within such thirty (30) calendar day period, such Dispute shall be finally settled by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the HKIAC Administered Arbitration Rules of HKIAC as presently in force at the relevant time and as may be amended by this Section 9 (the “HKIAC Rules”). The place seat of arbitration shall be Hong Kong. The official language of the arbitration arbitral proceedings shall be English and the arbitration tribunal conducted in English. There shall consist of be three (3) arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by appointed in accordance with the HKIAC Rules. The arbitral tribunal shall decide any Dispute submitted by the parties to the arbitration strictly in accordance with the substantive laws of Hong Kong, such Arbitrator without regard to principles of conflict of laws thereunder, and shall not apply any other substantive law. Any party to the Dispute shall be appointed promptly by entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damagesconstitution of the arbitral tribunal. The award of the arbitration arbitral tribunal shall be final and binding upon the disputing parties. Any parties thereto, and the prevailing party to an award may apply to any a court of competent jurisdiction for enforcement of such award and, for purposes award. During the course of the enforcement arbitral tribunal’s adjudication of such awardthe Dispute, the parties irrevocably and unconditionally submit this Agreement shall continue to be performed except with respect to the jurisdiction of any court of competent jurisdiction part in dispute and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forumunder adjudication.

Governing Law; Dispute Resolution. This Limited Guaranty Any dispute, controversy or claim arising out of or relating to this Agreement, including but not limited to any claim arising from the breach of this Agreement, shall be finally settled by binding arbitration before a panel of three (3) arbitrators in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce. In the event of any conflict between the Rules of Conciliation and Arbitration of the International Chamber of Commerce and the provisions of this clause, the provisions of this clause shall govern. Each party shall nominate one arbitrator within thirty (30) days from the date on which the claimant’s request for arbitration has been communicated to the other party. The two (2) arbitrators so named shall within fifteen (15) days from the date of their appointment, nominate the third arbitrator who shall be chairman of the arbitration panel. If either party fails to timely nominate its arbitrator or if the two arbitrators so nominated fail to timely agree on the nomination of the third arbitrator, the president of the International Chamber of Commerce shall, as expeditiously as possible, appoint the arbitrator or arbitrators not appointed within the time periods set forth above. Arbitration shall be in the English language, and shall take place in Hong Kong. Any award rendered by the arbitration panel shall be final. Judgment upon the award rendered may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. The parties acknowledge that this agreement and any award rendered pursuant to it shall be governed by, by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. This agreement shall be construed and the obligations of the parties shall be determined in accordance with, with the laws of the State of New York, without giving effect to any choice United States of law or other conflict America, and the UN Convention on the International Sale 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 Goods does not apply to this Limited Guaranty shall be submitted Agreement. * [***]: Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect 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 9 (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 forumomitted portions.

Governing Law; Dispute Resolution. This Limited Guaranty 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 Limited Guaranty 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 9 16 (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. This (a) Subject to Section 13(b), this Limited Guaranty Guarantee and all disputes or controversies arising out of or relating to this Limited Guarantee or the transactions contemplated hereby shall be interpreted, construed and governed by, by and construed in accordance with, 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 Laws of the State of New York or any other jurisdiction) without regard to the conflict of Law principles thereof that would cause subject such matter to the application Laws of the laws of any jurisdiction other than the State of New Yorkanother jurisdiction. Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guaranty Guarantee shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC (the “Rules”) in force at the relevant time and as may be amended by this Section 9 (the “HKIAC Rules”)13. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, ) shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, ) shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the HKIAC Rulesarbitration rules of HKIAC, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

Governing Law; Dispute Resolution. This Limited Guaranty Agreement shall be governed by, and construed in accordance with, by 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 the laws of the State of New York Florida without application of conflicts of laws principles or any other jurisdiction) rule or interpretation that would cause result in the application of the laws of any jurisdiction other than another state or a foreign country. If the State of New York. Any disputes, actions and proceedings against any party or parties should have a material dispute arising out of or in any way relating to this Limited Guaranty Agreement or the parties’ respective rights and duties hereunder, then the parties will resolve such dispute in the following manner: (i) either party may at any time deliver to the other a written dispute notice setting forth a brief description of the issue for which such notice initiates the dispute resolution mechanism contemplated by this Section, (ii) during the thirty (30) day period following the delivery of the notice described above, appropriate representatives of the various parties will meet and seek to resolve the disputed issue through negotiation, (iii) if representatives of the parties are unable to resolve the disputed issue through negotiation, then any dispute, controversy or claim arising out of or relating to this Agreement or the interpretation, breach, termination or validity thereof, other than those for which injunctive relief or specific performance is appropriate, shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved finally settled in accordance with the Commercial Arbitration Rules of HKIAC in force at the relevant time and as may be amended by this Section 9 American Arbitration Association (the “HKIAC RulesAAA”)) then obtaining, by a panel of three (3) arbitrators. Each party shall have the right to appoint one (1) arbitrator from the list of arbitrators supplied to the parties by the AAA, and the two (2) arbitrators so appointed shall appoint the third. The parties may agree to a single arbitrator in lieu of a panel of three arbitrators. The place of arbitration shall be Hong KongOrlando, Florida, U.S.A. and each party hereto irrevocably consents and submits to the exclusive jurisdiction of such arbitration panel in such venue. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”)in English. The claimant(s)arbitrators shall determine the matters in dispute in accordance with the internal laws of the State of Florida without reference to the Convention on Contracts for the International Sale of Goods. The parties agree that the award of the arbitrators shall be the sole and exclusive remedy between them regarding any claims, irrespective counterclaims, issues or accountings presented or pled to the arbitrators, that the award shall be made and shall be promptly payable in U.S. dollars, free of numberany tax, deduction or offset, and that any costs, fees or taxes instant to enforcing the award shall, to the maximum extent permitted by law, be charged against the party resisting such enforcement. The award shall nominate jointly one Arbitrator; include interest from the respondent(s)date of damages incurred for breach or other violation of this Agreement, irrespective and from the date of numberthe award until paid in full, shall nominate jointly one Arbitrator; and at a third Arbitrator will rate to be nominated jointly fixed by the first two Arbitrators arbitrators. The parties further agree that either party shall have the right to seek injunctive relief, specific performance or other equitable relief in the state or federal courts located in Orlando, Florida and shall serve as chairman of the arbitration tribunaleach party irrevocably submits and consents to personal jurisdiction exclusively in such courts with respect to such legal proceedings and waives any claim or argument that such courts constitute an inconvenient or improper venue for such legal proceedings. In the event that there is a default under this Agreement and it becomes reasonably necessary for any party to employ the claimant(s) services of any attorney, either to enforce or respondent(s) terminate this Agreement, with or without arbitration, 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 non-defaulting party shall be appointed promptly entitled to collect from the defaulting party its reasonable attorneys’ fees and such other costs and expenses as are incurred by the HKIAC. The arbitration tribunal shall have no authority to award punitive it in enforcing 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 forumterminating this Agreement.

Governing Law; Dispute Resolution. This Limited Guaranty Agreement shall be governed by, by and construed and enforced in accordance with, with the laws of the State Hong Kong (without regard to principles of New York, without giving effect to any choice conflicts 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 Yorklaws). Any disputesdispute, actions and proceedings against any party controversy or claim arising out of or in any way relating to this Limited Guaranty Agreement, or the interpretation, breach, termination or validity hereof, shall be resolved through consultation. Such consultation shall begin immediately after one party hereto has delivered to the other party hereto a written request for such consultation. If within 30 days following the date on which such notice is given the dispute cannot be resolved, the dispute shall be submitted to arbitration upon the request of either party with notice to the other. The arbitration shall be conducted in Hong Kong under the auspices of 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 9 (the “HKIAC RulesCentre”). The place of arbitration There shall be Hong Kongone arbitrator. The official language arbitrator shall be jointly appointed by the disputing parties or, failing which the Secretary-General of the Centre shall appoint the arbitrator. The arbitration proceedings 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 HKIACconducted in English. The arbitration tribunal shall have no authority apply the UNCITRAL Arbitration Rules as administered by the Centre at the time of the arbitration. The arbitrator shall decide any dispute submitted by the parties to award punitive or the arbitration strictly in accordance with the substantive laws of Hong Kong and shall not apply any other punitive-type damagessubstantive law. Each party shall cooperate with the other in making full disclosure of and providing complete access to all information and documents requested by the other in connection with such arbitration proceedings, subject only to any confidentiality obligations binding on such party. In the course of arbitration, the parties hereto shall continue to implement the terms of this Agreement except (as between the disputing parties) for the matters under arbitration. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any , and the prevailing party to an award may apply to any a court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit . Any party shall be entitled to the jurisdiction of seek preliminary injunctive relief from any court of competent jurisdiction and waive any defenses to such enforcement based on lack pending the constitution of personal jurisdiction or inconvenient forumthe arbitral tribunal.

Governing Law; Dispute Resolution. This Limited Guaranty Agreement shall be governed by, by and construed in accordance with, with the laws domestic Laws of the State of New York, York without giving effect to any choice of law or other conflict of law Law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws Laws of any jurisdiction other than the State of New York. Any disputes, actions and proceedings against any party dispute or controversy between the Parties relating to or arising out of this Agreement or any amendment or modification hereof, shall be determined by confidential arbitration in New York County, New York, by and pursuant to the rules then prevailing of the American Arbitration Association. The Parties shall be permitted to engage in the arbitration in any way relating to this Limited Guaranty shall be submitted to type of discovery permitted by the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Federal Rules of HKIAC in force at Civil Procedure, including, without limitation, the relevant time and as may be amended by this Section 9 (the “HKIAC Rules”). The place taking of arbitration shall be Hong Kong. The official language of the arbitration shall be English depositions and the arbitration tribunal shall consist service of three arbitrators (eachdocument requests, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; non-party subpoenas 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 HKIACinterrogatories. 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 Parties and judgment may apply to be entered thereon by any court of competent jurisdiction for enforcement in federal or state court sitting in New York County, New York. The Parties agree that the arbitrator(s) shall be entitled to award to the prevailing Party the prevailing Party’s costs and expenses of such award andthe arbitration, for purposes including, without limitation, the prevailing Party’s reasonable attorney’s fees, and arbitrator(s) fees and forum costs as part of the arbitration award. The service of any notice, process, motion or other document in connection with any arbitration under this Agreement or the enforcement of such awardany arbitration award hereunder may be effectuated as set forth in Section 19. Each Party submits to the exclusive jurisdiction of the state and federal courts located in New York County, New York, for any action to compel or stay arbitration or for any dispute regarding the parties irrevocably arbitrability of a claim relating to or arising under this Agreement (jurisdictional, venue and unconditionally submit inconvenient forum objections to which are hereby waived by all Parties). The Parties agree that they are subject to the jurisdiction of the courts of, and arbitration in, New York County, New York, and may be served with legal process within the State of New York or in any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forumother manner provided by law.

Governing Law; Dispute Resolution. This (a) Subject to Sections 1(d) and 13(b), this Limited Guaranty Guarantee and all disputes or controversies arising out of or relating to this Limited Guarantee or the transactions contemplated hereby shall be interpreted, construed and governed by, by and construed in accordance with, 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 Laws of the State of New York or any other jurisdiction) without regard to the conflict of Law principles thereof that would cause subject such matter to the application Laws of the laws of any jurisdiction other than the State of New Yorkanother jurisdiction. Any disputes, actions and proceedings Actions against any party or arising out of or in any way relating to this Limited Guaranty Guarantee shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC (the “Rules”) in force at the relevant time and as may be amended by this Section 9 (the “HKIAC Rules”)13. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree 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.