Common use of Governing Law; Resolution of Disputes Clause in Contracts

Governing Law; Resolution of Disputes. This Agreement will be governed by and construed and enforced in accordance with the laws of the State of New York if the Employee is not a citizen of the People’s Republic of China (the “PRC”), and in accordance with the laws of the PRC if the Employee is a citizen of the PRC, in each case exclusive of such jurisdiction’s principles of conflicts of law. If, under the applicable law, any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation or ordinance, such portion will be deemed to be modified or altered to conform thereto or, if that is not possible, to be omitted from this Agreement; the invalidity of any such portion will not affect the force, effect and validity of the remaining portion hereof. Each of the parties hereto irrevocably (i) agrees that any dispute or controversy arising out of, relating to, or concerning any interpretation, construction, performance or breach of this Agreement, shall be settled by arbitration to be held in Hong Kong under the UNCITRAL Arbitration Rules in accordance with the HKIAC Procedures for the Administration of International Arbitration in force at the date of this Agreement (the “Arbitration Rules”), (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such arbitration, and (iii) submits to the exclusive jurisdiction of Hong Kong in any such arbitration. There shall be one arbitrator, selected in accordance with the Arbitration Rules. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The parties to the arbitration shall each pay an equal share of the costs and expenses of such arbitration, and each party shall separately pay for its respective counsel fees and expenses; provided, however, that the prevailing party in any such arbitration shall be entitled to recover from the non-prevailing party its reasonable costs and attorney fees.

Governing Law; Resolution of Disputes. This Agreement will be governed by and construed and enforced in accordance with the laws of the State of New York if the Employee is not a citizen of the People’s Republic of China (the “PRC”), and in accordance with the laws of the PRC if the Employee is a citizen of the PRC, in each case exclusive of such jurisdiction’s principles of conflicts of law. If, under the applicable law, any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation or ordinance, such portion will be deemed to be modified or altered to conform thereto or, if that is not possible, to be omitted from this Agreement; the invalidity of any such portion will not affect the force, effect and validity of the remaining portion hereof. Each of the parties hereto irrevocably (i) agrees that any dispute or controversy arising out of, relating to, or concerning any interpretation, construction, performance or breach of this Agreement, shall be settled by arbitration to be held in Hong Kong under the UNCITRAL Hong Kong International Arbitration Centre Administered Arbitration Rules in accordance with the HKIAC Procedures for the Administration of International Arbitration in force at the date of this Agreement (the “Arbitration Rules”), (ii) waives, to in force when a Notice of Arbitration with respect thereto is submitted in accordance with the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such arbitration, and (iii) submits to the exclusive jurisdiction of Hong Kong in any such arbitrationArbitration Rules. There shall be one arbitrator, selected in accordance with the Arbitration Rules. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The parties to the arbitration shall each pay an equal share of the costs and expenses of such arbitration, and each party shall separately pay for its respective counsel fees and expenses; provided, however, that the prevailing party in any such arbitration shall be entitled to recover from the non-prevailing party its reasonable costs and attorney fees.

Governing Law; Resolution of Disputes. This Agreement will shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York if York. The Employee hereby acknowledges that irreparable damage will occur in the event that Sections 7 and 8 of this Agreement are not performed in accordance with their specific terms or are otherwise breached by the Employee. It is accordingly agreed that the Corporation shall be entitled to an injunction or injunctions to prevent breaches or such provisions in any Court of the United States or any states having jurisdiction, this being in addition to any other remedy to which the Corporation may be entitled to at law or in equity. Except in the event the Corporation is attempting to seek injunctive or other equitable relief for a breach by the Employee is of Sections 7 and 8 of this Agreement, the parties agree that as a condition precedent to the filing of any claim as set forth below, the parties and their attorneys must attempt to confer at least twice, in person, in an effort to resolve any dispute. Should such efforts not a citizen of the People’s Republic of China (the “PRC”)be successful, and such dispute shall be resolved by binding arbitration, to be held in New York City in accordance with the laws rules and procedures of the PRC if American Arbitration Association. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Each party shall bear his or its own costs of the arbitration or litigation, including, without limitation, attorneys' fees. Pending the resolution of any arbitration or court proceeding, the Corporation shall continue payment of all amounts and benefits due the Employee under this Agreement. Section 15. Certain Definitions "Affiliate" shall mean any person, firm, corporation, partnership or other legal entity that, directly or indirectly, controls, is a citizen controlled by or is under common control with, the Corporation. "Change of Control" shall mean an event or series of events by which (i) any Person is or becomes the PRC, "beneficial owner" (as defined in each case exclusive of such jurisdiction’s principles of conflicts of law. If, rules 13d-3 and 13d-5 under the applicable lawSecurities and Exchange Act of 1934, any portion of this Agreement is at any time deemed to be in conflict with any applicable statuteas amended, rule, regulation or ordinance, such portion will except that a person shall be deemed to be modified or altered to conform thereto or, if have "beneficial ownership" of all shares that is not possible, to be omitted from this Agreement; the invalidity of any such portion will not affect Person has the forceright to acquire, effect and validity whether such right is exercisable immediately or after the passage of time), directly or indirectly, of a majority of the remaining portion hereof. Each aggregate Voting Stock of the parties hereto irrevocably Corporation; (ii) the Corporation consolidates with or merges into another Person or any Person consolidates with or merges into the Corporation, in either event pursuant to a transaction in which the outstanding Voting Stock of the Corporation is changed into or exchanged for cash, securities or other properties, other than any such transaction where the holders of the Voting Stock of the Corporation immediately prior to such transaction own, directly or indirectly, immediately after such transaction Voting Stock of such surviving corporation entitling them to not less than 50% of the aggregate voting power of all Voting Stock of such surviving corporation; or (iii) the Corporation conveys, transfers or leases all or substantially all of its assets to any Person. Notwithstanding the foregoing, a Change of Control shall not be deemed to occur if the Person described in clause (i) agrees that any dispute or controversy arising out of, relating to, or concerning any interpretation, construction, performance or breach of this Agreement, shall be settled by arbitration to be held in Hong Kong under the UNCITRAL Arbitration Rules in accordance with the HKIAC Procedures for the Administration of International Arbitration in force at the date of this Agreement (the “Arbitration Rules”), (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such arbitration, and (iii) submits to the exclusive jurisdiction is Magten Asset Management Corp. or is an Affiliate of Hong Kong Magten Asset Management Corp. "Person" shall mean any natural person, corporation, partnership, trust, association, governmental authority or unit, or any other entity, whether acting in an individual, fiduciary or other capacity, or any such arbitration. There shall be one arbitrator, selected group of Persons acting in accordance with the Arbitration Rules. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The parties to the arbitration shall each pay an equal share of the costs and expenses of such arbitration, and each party shall separately pay for its respective counsel fees and expenses; provided, however, that the prevailing party in any such arbitration shall be entitled to recover from the non-prevailing party its reasonable costs and attorney feesconcert.

Governing Law; Resolution of Disputes. This Agreement will be governed by and construed and enforced in accordance with the laws of the State of New York if the Employee is not a citizen of the People’s Republic of China (the “PRC”), and in accordance with the laws of the PRC if the Employee is a citizen of the PRC, in each case exclusive of such jurisdiction’s principles of conflicts of law. If, under the applicable law, any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation or ordinance, such portion will be deemed to be modified or altered to conform thereto or, if that is not possible, to be omitted from this Agreement; the invalidity of any such portion will not affect the force, effect and validity of the remaining portion hereof. Each of the parties hereto irrevocably (i) agrees that any dispute dispute, controversy, difference or controversy claim arising out of, relating to, or concerning any interpretation, construction, performance or breach of this Agreement, shall Agreement may be settled referred to and finally resolved by arbitration to be held in administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the UNCITRAL HKIAC Administered Arbitration Rules in accordance with force when the HKIAC Procedures for the Administration Notice of International Arbitration in force at the date of this Agreement (the “Arbitration Rules”), (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such arbitration, and (iii) submits to the exclusive jurisdiction of Hong Kong in any such arbitrationis submitted,. There shall will be one arbitrator, selected in accordance with the Arbitration Rules. The decision of the arbitrator shall will be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The parties to the arbitration shall will each pay an equal share of the costs and expenses of such arbitration, and each party shall will separately pay for its respective counsel fees and expenses; provided, however, that the prevailing party in any such arbitration shall will be entitled to recover from the non-prevailing party its reasonable costs and attorney fees.

Governing Law; Resolution of Disputes. This Agreement will shall be governed by and construed and enforced in accordance with the laws law of the State of New York if without regard to conflict of law provisions. The Placement Agent and the Employee is not a citizen of the People’s Republic of China (the “PRC”), and in accordance with the laws of the PRC if the Employee is a citizen of the PRC, in each case exclusive of such jurisdiction’s principles of conflicts of law. If, under the applicable law, Company will attempt to settle any portion claim or controversy arising out of this Agreement is at any time deemed through consultation and negotiation in good faith and a spirit of mutual cooperation. Should such attempts fail, then the dispute will be mediated by a mutually acceptable mediator to be in conflict with any applicable statutechosen by the Placement Agent and the Company within 15 days after written notice from either party demanding mediation. Neither party may unreasonably withhold consent to the selection of a mediator, rule, regulation or ordinance, such portion and the parties will be deemed to be modified or altered to conform thereto or, if that is not possible, to be omitted from this Agreement; share the invalidity of any such portion will not affect the force, effect and validity costs of the remaining portion hereofmediation equally. Each Any dispute which the parties cannot resolve through negotiation or mediation within six months of the date of the initial demand for it by one of the parties may then be submitted to the courts for resolution, in which event each of the parties hereto hereby irrevocably (i) agrees that submits to the non-exclusive jurisdiction of the state and federal courts sitting in the Southern District of New York, for the adjudication of any dispute hereunder or controversy arising out ofin connection herewith or with any transaction contemplated hereby or discussed herein, relating to, or concerning any interpretation, construction, performance or breach of this Agreement, shall be settled by arbitration to be held in Hong Kong under the UNCITRAL Arbitration Rules in accordance with the HKIAC Procedures for the Administration of International Arbitration in force at the date of this Agreement (the “Arbitration Rules”), (ii) and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue jurisdiction of any such arbitrationcourt, and (iii) submits to that such suit, action or proceeding is brought in an inconvenient forum or that the exclusive jurisdiction venue of Hong Kong in any such arbitration. There shall be one arbitratorsuit, selected in accordance with the Arbitration Rulesaction or proceeding is improper. The decision use of mediation will not be construed under the arbitrator shall be finaldoctrine of laches, conclusive waiver or estoppel to affect adversely the rights of either party. Nothing in this paragraph will prevent either party from resorting to judicial proceedings if (a) good faith efforts to resolve the dispute under these procedures have been unsuccessful or (b) interim relief from a court is necessary to prevent serious and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The parties to the arbitration shall each pay an equal share of the costs and expenses of such arbitration, and each party shall separately pay for its respective counsel fees and expenses; provided, however, that the prevailing party in any such arbitration shall be entitled to recover from the non-prevailing party its reasonable costs and attorney feesirreparable injury.

Governing Law; Resolution of Disputes. This Agreement will shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York if York. The Employee hereby acknowledges that irreparable damage will occur in the event that Sections 7 and 8 of this Agreement are not performed in accordance with their specific terms or are otherwise breached by the Employee. It is accordingly agreed that the Corporation shall be entitled to an injunction or injunctions to prevent breaches or such provisions in any Court of the United States or any states having jurisdiction, this being in addition to any other remedy to which the Corporation may be entitled to at law or in equity. Except in the event the Corporation is attempting to seek injunctive or other equitable relief for a breach by the Employee is of Sections 7 and 8 of this Agreement, the parties agree that as a condition precedent to the filing of any claim as set forth below, the parties and their attorneys must attempt to confer at least twice, in person, in an effort to resolve any dispute. Should such efforts not a citizen of the People’s Republic of China (the “PRC”)be successful, and such dispute shall be resolved by binding arbitration, to be held in New York City in accordance with the laws rules and procedures of the PRC if the Employee is a citizen of the PRC, in each case exclusive of such jurisdiction’s principles of conflicts of law. If, under the applicable law, any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation or ordinance, such portion will be deemed to be modified or altered to conform thereto or, if that is not possible, to be omitted from this Agreement; the invalidity of any such portion will not affect the force, effect and validity of the remaining portion hereof. Each of the parties hereto irrevocably (i) agrees that any dispute or controversy arising out of, relating to, or concerning any interpretation, construction, performance or breach of this Agreement, shall be settled by arbitration to be held in Hong Kong under the UNCITRAL American Arbitration Rules in accordance with the HKIAC Procedures for the Administration of International Arbitration in force at the date of this Agreement (the “Arbitration Rules”), (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such arbitration, and (iii) submits to the exclusive jurisdiction of Hong Kong in any such arbitration. There shall be one arbitrator, selected in accordance with the Arbitration Rules. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitrationAssociation. Judgment upon the award rendered by the arbitrator(s) may be entered on the arbitrator’s decision in any court having jurisdictionjurisdiction thereof. The parties to Each party shall bear his or its own costs of the arbitration or litigation, including, without limitation, attorneys' fees. Pending the resolution of any arbitration or court proceeding, the Corporation shall each pay continue payment of all amounts and benefits due the Employee under this Agreement. Section 19. Certain Definitions "Affiliate" shall mean any person, firm, corporation, partnership or other legal entity that, directly or indirectly, controls, is controlled by or is under common control with, the Corporation. "Change of Control" shall mean an equal share event or series of events by which (i) any Person is or becomes the "beneficial owner" (as defined in rules 13d-3 and 13d-5 under the Securities and Exchange Act of 1934, as amended, except that a person shall be deemed to have "beneficial ownership" of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or after the passage of time), directly or indirectly, of a majority of the costs and expenses aggregate Voting Stock of the Corporation; or (ii) the Corporation consolidates with or merges into another Person or conveys, transfers or leases all or substantially all of its assets to any Person, or any Person consolidates with or merges into the Corporation, in either event pursuant to a transaction in which the outstanding Voting Stock of the Corporation is changed into or exchanged for cash, securities or other properties, other than any such transaction where the holders of the Voting Stock of the Corporation immediately prior to such transaction own, directly or indirectly, immediately after such transaction Voting Stock of such arbitrationsurviving corporation entitling them to not less than 50% of the aggregate voting power of all Voting Stock of such surviving corporation. Notwithstanding the foregoing, and each party a Change of Control shall separately pay for its respective counsel fees and expenses; providednot be deemed to occur if the Person described in clause (i) or (ii) is Apollo Apparel Partners, howeverL.P. or is an Affiliate of Apollo Apparel Partners, that L.P. "Voting Stock" shall mean securities of any class or classes (or equivalent interests) of any entity, if the prevailing party holders of the securities of such class or classes (or equivalent interests) are ordinarily, in any such arbitration shall be the absence of contingencies, entitled to recover from vote for the non-prevailing party its reasonable costs and attorney feeselection of the directors (or natural persons or entities performing similar functions) of such entity, even though the right to so vote has been suspended by the happening of such a contingency. "Control" shall mean the power to direct the affairs of any person, firm, corporation, partnership or other legal entity by reason of ownership of voting stock, by contract or otherwise. "Person" shall mean any natural person, corporation, partnership, trust, association, governmental authority or unit, or any other entity, whether acting in an individual, fiduciary or other capacity, or any group of Persons acting in concert.

Governing Law; Resolution of Disputes. This Agreement will be governed by and construed and enforced in accordance with the laws of the State of New York if the Employee is not a citizen of the People’s Republic of China (the “PRC”), and in accordance with the laws of the PRC if the Employee is a citizen of the PRC, in each case exclusive of such jurisdiction’s principles of conflicts of law. If, under the applicable law, any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation or ordinance, such portion will be deemed to be modified or altered to conform thereto or, if that is not possible, to be omitted from this Agreement; the invalidity of any such portion will not affect the force, effect and validity of the remaining portion hereof. Each of the parties hereto irrevocably (i) agrees that any dispute dispute, controversy, difference or controversy claim arising out of, relating to, or concerning any interpretation, construction, performance or breach of this Agreement, shall Agreement may be settled referred to and finally resolved by arbitration to be held in administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the UNCITRAL HKIAC Administered Arbitration Rules in accordance with force when the HKIAC Procedures for the Administration Notice of International Arbitration in force at the date of this Agreement (the “Arbitration Rules”), (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such arbitration, and (iii) submits to the exclusive jurisdiction of Hong Kong in any such arbitrationis submitted. There shall will be one arbitrator, selected in accordance with the Arbitration Rules. The decision of the arbitrator shall will be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The parties to the arbitration shall will each pay an equal share of the costs and expenses of such arbitration, and each party shall will separately pay for its and his respective counsel fees and expenses; provided, however, that the prevailing party in any such arbitration shall will be entitled to recover from the non-prevailing party its or his reasonable costs and attorney fees.

Governing Law; Resolution of Disputes. This Agreement will shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York if York. The Employee hereby acknowledges that irreparable damage will occur in the event that Sections 7 and 8 of this Agreement are not performed in accordance with their specific terms or are otherwise breached by the Employee. It is accordingly agreed that the Corporation shall be entitled to an injunction or injunctions to prevent breaches or such provisions in any Court of the United States or any states having jurisdiction, this being in addition to any other remedy to which the Corporation may be entitled to at law or in equity. Except in the event the Corporation is attempting to seek injunctive or other equitable relief for a breach by the Employee is of Sections 7 and 8 of this Agreement, the parties agree that as a condition precedent to the filing of any claim as set forth below, the parties and their attorneys must attempt to confer at least twice, in person, in an effort to resolve any dispute. Should such efforts not a citizen of the People’s Republic of China (the “PRC”)be successful, and such dispute shall be resolved by binding arbitration, to be held in New York City in accordance with the laws rules and procedures of the PRC if the Employee is a citizen of the PRC, in each case exclusive of such jurisdiction’s principles of conflicts of law. If, under the applicable law, any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation or ordinance, such portion will be deemed to be modified or altered to conform thereto or, if that is not possible, to be omitted from this Agreement; the invalidity of any such portion will not affect the force, effect and validity of the remaining portion hereof. Each of the parties hereto irrevocably (i) agrees that any dispute or controversy arising out of, relating to, or concerning any interpretation, construction, performance or breach of this Agreement, shall be settled by arbitration to be held in Hong Kong under the UNCITRAL American Arbitration Rules in accordance with the HKIAC Procedures for the Administration of International Arbitration in force at the date of this Agreement (the “Arbitration Rules”), (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such arbitration, and (iii) submits to the exclusive jurisdiction of Hong Kong in any such arbitration. There shall be one arbitrator, selected in accordance with the Arbitration Rules. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitrationAssociation. Judgment upon the award rendered by the arbitrator(s) may be entered on the arbitrator’s decision in any court having jurisdictionjurisdiction thereof. The parties to Each party shall bear his or its own costs of the arbitration or litigation, including, without limitation, attorneys fees. Pending the resolution of any arbitration or court proceeding, the Corporation shall each pay continue payment of all amounts and benefits due the Employee under this Agreement. Section 19. Certain Definitions "Affiliate" shall mean any person, firm, corporation, partnership or other legal entity that, directly or indirectly, controls, is controlled by or is under common control with, the Corporation. "Change of Control" shall mean an equal share event or series of events by which (i) any Person is or becomes the "beneficial owner" (as defined in rules 13d-3 and 13d-5 under the Securities and Exchange Act of 1934, as amended, except that a person shall be deemed to have "beneficial ownership" of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or after the passage of time), directly or indirectly, of a majority of the costs and expenses aggregate Voting Stock of the Corporation; or (ii) the Corporation consolidates with or merges into another Person or conveys, transfers or leases all or substantially all of its assets to any Person, or any Person consolidates with or merges into the Corporation, in either event pursuant to a transaction in which the outstanding Voting Stock of the Corporation is changed into or exchanged for cash, securities or other properties, other than any such transaction where the holders of the Voting Stock of the Corporation immediately prior to such transaction own, directly or indirectly, immediately after such transaction Voting Stock of such arbitrationsurviving corporation entitling them to not less than 50% of the aggregate voting power of all Voting Stock of such surviving corporation. Notwithstanding the foregoing, and each party a Change of Control shall separately pay for its respective counsel fees and expenses; providednot be deemed to occur if the Person described in clause (i) or (ii) is Apollo Apparel Partners, howeverL.P. or is an Affiliate of Apollo Apparel Partners, that L.P. "Voting Stock" shall mean securities of any class or classes (or equivalent interests) of any entity, if the prevailing party holders of the securities of such class or classes (or equivalent interests) are ordinarily, in any such arbitration shall be the absence of contingencies, entitled to recover from vote for the non-prevailing party its reasonable costs and attorney feeselection of the directors (or natural persons or entities performing similar functions) of such entity, even though the right to so vote has been suspended by the happening of such a contingency. "Control" shall mean the power to direct the affairs of any person, firm, corporation, partnership or other legal entity by reason of ownership of voting stock, by contract or otherwise. Person shall mean any natural person, corporation, partnership, trust, association, governmental authority or unit, or any other entity, whether acting in an individual, fiduciary or other capacity, or any group of Persons acting in concert.

Governing Law; Resolution of Disputes. This It is the Parties’ intent that this Agreement will shall be governed by by, and construed and enforced in accordance with, the Federal Arbitration Act (“FAA”) with respect to the laws arbitration provisions herein, and for all other matters, including the Restrictive Covenants, shall be governed by the Laws of the State of New York if the Employee is not a citizen of the People’s Republic of China (the “PRC”), and in accordance with the laws of the PRC if the Employee is a citizen of the PRC, in each case exclusive of such jurisdiction’s Delaware without regard to principles of conflicts of lawlaw that would result in the application of the law of any other jurisdiction. IfIt is the Parties’ intent that the FAA shall preempt in the event there is a conflict of federal, under state or local Law as to the applicable lawarbitrability of a claim, any portion given the mutual benefits arbitration provides to the Parties. Any dispute or controversy between the Parties relating to or arising out of this Agreement is at or any time deemed to be in conflict with any applicable statute, rule, regulation amendment or ordinance, such portion will be deemed to be modified or altered to conform thereto or, if that is not possible, to be omitted from this Agreement; the invalidity of any such portion will not affect the force, effect and validity of the remaining portion hereof. Each of the parties hereto irrevocably (i) agrees that any dispute or controversy arising out of, relating to, or concerning any interpretation, construction, performance or breach of this Agreement, modification hereof shall be settled exclusively determined by confidential arbitration to be held in Hong Kong under the UNCITRAL Arbitration Rules in accordance with the HKIAC Procedures for the Administration of International Arbitration in force at the date of this Agreement (the “Arbitration Rules”)Wilmington, (ii) waives, Delaware and pursuant to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying rules then prevailing of venue of any such arbitration, and (iii) submits to the exclusive jurisdiction of Hong Kong in any such arbitration. There shall be one arbitrator, selected in accordance with the Arbitration Rules. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The parties to the arbitration shall each pay an equal share of the costs and expenses of such arbitration, and each party shall separately pay for its respective counsel fees and expensesJAMS; provided, however, that the prevailing party requirement to arbitrate any dispute or controversy shall not apply to (i) claims by the Buyer or any other member of the NFP Group for injunctive or other equitable relief, (ii) matters for which arbitration is prohibited by applicable Law or (iii) criminal matters. The arbitration award shall be final and binding upon the Parties and judgment may be entered thereon in any court of competent jurisdiction. The Parties hereby agree that any federal or state court located in Wilmington, Delaware is a court of competent jurisdiction. The service of any notice, process, motion or other document in connection with any arbitration under this Agreement or the enforcement of any arbitration award hereunder may be effectuated either by personal service upon a Party or by certified mail, return receipt requested, duly addressed to him or it or to his or its executors, administrators, personal representatives, next of kin, successors or assigns, at the last known address or addresses of such Party or Parties. Notwithstanding the foregoing, the request by the Buyer or any other member of the NFP Group for specific performance and temporary, preliminary or permanent injunctive relief, whether prohibitive or mandatory, or other equitable remedies shall not be subject to arbitration and shall be adjudicated only by the state and/or federal courts residing in Wilmington, Delaware or, at the election of the Buyer or any other member of the NFP Group, in any other jurisdiction where the breach has occurred or is alleged to have occurred. Each Party irrevocably submits to the exclusive jurisdiction of such courts for such purposes, and waives and agrees not to assert in any such proceeding a claim that they are not personally subject to the courts referred to above, that the suit or action was brought in an inconvenient forum or that the venue of the suit or action is improper. Pursuant to Title 6 of the Delaware Code Section 2708(a), the Parties agree that they are subject to the jurisdiction of the courts of, or arbitration in, Wilmington, Delaware, and may be served with legal process within the State of Delaware or in any other manner provided by Law. In the event a court of competent jurisdiction or arbitrator determines that a Seller Party violated any of the Restrictive Covenants the Seller Parties shall be entitled to recover from reimburse the non-prevailing party its reasonable Buyer (and/or other applicable member(s) of the NFP Group, as the case may be) for all costs and attorney expenses (including attorneys’ fees) incurred by the Buyer and/or such other member(s) of the NFP Group in connection with any legal proceeding (including arbitration) to enforce the Restrictive Covenant Agreement or to obtain any associated relief and collect any judgment related thereto. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY DISPUTE THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY DISPUTE. In any circumstances where one or more members of the NFP Group have rights hereunder as third party beneficiaries or otherwise, such members may also elect to participate in any arbitration or court action hereunder.

Governing Law; Resolution of Disputes. This The Parties agree that this Agreement will shall be governed by and construed and enforced in accordance with the laws applicable Laws of the State of New York if Delaware without giving effect to any choice or conflicts of law provision or rule thereof that would result in the Employee is not a citizen application of the People’s Republic applicable Laws of China (any other jurisdiction other than the “PRC”)applicable Laws of the United States of America, where applicable. The Parties hereto do hereby consent and submit to the venue and jurisdiction of the State or Federal Courts residing in Delaware as the sole and exclusive forum for such matters or disputes, and further agree that, in accordance with the laws event of any action or suit as to any matters of dispute among the Parties, service of process may be made upon the other Party by mailing a copy of the PRC if summons and/or complaint to the Employee is a citizen of other Party at the PRCaddress set forth herein. Notwithstanding anything to the contrary contained herein, in each case exclusive of such jurisdiction’s principles of conflicts of law. Ifthe Parties may seek equitable relief, under the applicable law, or enforce any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation or ordinance, such portion will be deemed to be modified or altered to conform thereto or, if that is not possible, to be omitted from this Agreement; the invalidity final judgment of any such portion will not affect the forcefederal or state court residing in Delaware, effect and validity of the remaining portion hereof. Each of the parties hereto irrevocably (i) agrees that any dispute or controversy arising out of, relating to, or concerning any interpretation, construction, performance or breach of this Agreement, shall be settled by arbitration to be held in Hong Kong under the UNCITRAL Arbitration Rules in accordance with the HKIAC Procedures for the Administration of International Arbitration in force at the date of this Agreement (the “Arbitration Rules”), (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such arbitration, and (iii) submits to the exclusive jurisdiction of Hong Kong in any such arbitration. There shall be one arbitrator, selected other jurisdiction in accordance with the Arbitration Rulesany manner provided by applicable Law. The decision of Parties acknowledge that all directions issued by the arbitrator shall forum court, including all injunctions and other decrees, will be finalbinding and enforceable in all jurisdictions and countries. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY DISPUTE THAT MAY ARISE UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH (OTHER THAN EMPLOYMENT AGREEMENTS) IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The parties to the arbitration shall each pay an equal share of the costs and expenses of such arbitration, and each party shall separately pay for its respective counsel fees and expenses; provided, however, that the prevailing party in any such arbitration shall be entitled to recover from the non-prevailing party its reasonable costs and attorney feesAND THEREFORE SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY DISPUTE.

Governing Law; Resolution of Disputes. This Agreement will shall be governed by and construed and enforced in accordance with the laws law of the State of New York if without regard to conflict of law provisions. The Placement Agent and the Employee is not a citizen of the People’s Republic of China (the “PRC”), and in accordance with the laws of the PRC if the Employee is a citizen of the PRC, in each case exclusive of such jurisdiction’s principles of conflicts of law. If, under the applicable law, Company will attempt to settle any portion claim or controversy arising out of this Agreement is at any time deemed through consultation and negotiation in good faith and a spirit of mutual cooperation. Should such attempts fail, then the dispute will be mediated by a mutually acceptable mediator to be in conflict with any applicable statutechosen by the Placement Agent and the Company within 15 days after written notice from either party demanding mediation. Neither party may unreasonably withhold consent to the selection of a mediator, rule, regulation or ordinance, such portion and the parties will be deemed to be modified or altered to conform thereto or, if that is not possible, to be omitted from this Agreement; share the invalidity of any such portion will not affect the force, effect and validity costs of the remaining portion hereofmediation equally. Each Any dispute which the parties cannot resolve through negotiation or mediation within six months of the date of the initial demand for it by one of the parties may then be submitted to the courts for resolution, in which event each of the parties hereto hereby irrevocably (i) agrees that submits to the non-exclusive jurisdiction of the state and federal courts sitting in the Southern District of New York, for the adjudication of any dispute hereunder or controversy arising out ofin connection herewith or with any transaction contemplated hereby or discussed herein, relating to, or concerning any interpretation, construction, performance or breach of this Agreement, shall be settled by arbitration to be held in Hong Kong under the UNCITRAL Arbitration Rules in accordance with the HKIAC Procedures for the Administration of International Arbitration in force at the date of this Agreement (the “Arbitration Rules”), (ii) and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue jurisdiction of any such arbitrationcourt, and (iii) submits to that such suit, action or proceeding is brought in an inconvenient forum or that the exclusive jurisdiction venue of Hong Kong in any such arbitration. There shall be one arbitratorsuit, selected in accordance with the Arbitration Rulesaction or proceeding is improper. The decision use of mediation will not be construed under the arbitrator shall be finaldoctrine of latches, conclusive waiver or estoppel to affect adversely the rights of either party. Nothing in this paragraph will prevent either party from resorting to judicial proceedings if (a) good faith efforts to resolve the dispute under these procedures have been unsuccessful or (b) interim relief from a court is necessary to prevent serious and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The parties to the arbitration shall each pay an equal share of the costs and expenses of such arbitration, and each party shall separately pay for its respective counsel fees and expenses; provided, however, that the prevailing party in any such arbitration shall be entitled to recover from the non-prevailing party its reasonable costs and attorney feesirreparable injury.

Governing Law; Resolution of Disputes. This Agreement will shall be governed by by, and construed and enforced in accordance with with, the laws of the State of New York if York. The Employee hereby acknowledges that irreparable damage will occur in the event that Sections 7 and 8 of this Agreement are not performed in accordance with their specific terms or are otherwise breached by the Employee. It is accordingly agreed that the Corporation shall be entitled to an injunction or injunctions to prevent breaches or such provisions in any Court of the United States or any states having jurisdiction, this being in addition to any other remedy to which the Corporation may be entitled to at law or in equity. Except in the event the Corporation is attempting to seek injunctive or other equitable relief for a breach by the Employee is of Sections 7 and 8 of this Agreement, the parties agree that as a condition precedent to the filing of any claim as set forth below, the parties and their attorneys must attempt to confer at least twice, in person, in an effort to resolve any dispute. Should such efforts not a citizen of the People’s Republic of China (the “PRC”)be successful, and such dispute shall be resolved by binding arbitration, to be held in New York City in accordance with the laws rules and procedures of the PRC if American Arbitration Association. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Each party shall bear his or its own costs of the arbitration or litigation, including, without limitation, attorneys fees. Pending the resolution of any arbitration or court proceeding, the Corporation shall continue payment of all amounts and benefits due the Employee under this Agreement. Section 16. Certain Definitions "Affiliate" shall mean any person, firm, corporation, partnership or other legal entity that, directly or indirectly, controls, is a citizen controlled by or is under common control with, the Corporation. "Change of Control" shall mean an event or series of events by which (i) any Person is or becomes the PRC, "beneficial owner" (as defined in each case exclusive of such jurisdiction’s principles of conflicts of law. If, rules 13d-3 and 13d-5 under the applicable lawSecurities and Exchange Act of 1934, any portion of this Agreement is at any time deemed to be in conflict with any applicable statuteas amended, rule, regulation or ordinance, such portion will except that a person shall be deemed to be modified or altered to conform thereto or, if have "beneficial ownership" of all shares that is not possible, to be omitted from this Agreement; the invalidity of any such portion will not affect Person has the forceright to acquire, effect and validity whether such right is exercisable immediately or after the passage of time), directly or indirectly, of a majority of the remaining portion hereof. Each aggregate Voting Stock of the parties hereto irrevocably Corporation; (ii) the Corporation consolidates with or merges into another Person or any Person consolidates with or merges into the Corporation, in either event pursuant to a transaction in which the outstanding Voting Stock of the Corporation is changed into or exchanged for cash, securities or other properties, other than any such transaction where the holders of the Voting Stock of the Corporation immediately prior to such transaction own, directly or indirectly, immediately after such transaction Voting Stock of such surviving corporation entitling them to not less than 50% of the aggregate voting power of all Voting Stock of such surviving corporation; or (iii) the Corporation conveys, transfers or leases all or substantially all of its assets to any Person. Notwithstanding the foregoing, a Change of Control shall not be deemed to occur if the Person described in clause (i) agrees that any dispute or controversy arising out of, relating to, or concerning any interpretation, construction, performance or breach of this Agreement, shall be settled by arbitration to be held in Hong Kong under the UNCITRAL Arbitration Rules in accordance with the HKIAC Procedures for the Administration of International Arbitration in force at the date of this Agreement (the “Arbitration Rules”), (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such arbitration, and (iii) submits to the exclusive jurisdiction is Magten Asset Management Corp. or is an Affiliate of Hong Kong Magten Asset Management Corp. "Person" shall mean any natural person, corporation, partnership, trust, association, governmental authority or unit, or any other entity, whether acting in an individual, fiduciary or other capacity, or any such arbitration. There shall be one arbitrator, selected group of Persons acting in accordance with the Arbitration Rules. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The parties to the arbitration shall each pay an equal share of the costs and expenses of such arbitration, and each party shall separately pay for its respective counsel fees and expenses; provided, however, that the prevailing party in any such arbitration shall be entitled to recover from the non-prevailing party its reasonable costs and attorney feesconcert.

Governing Law; Resolution of Disputes. This The Parties agree that this Agreement will shall be governed by and construed and enforced in accordance with the laws applicable Laws of the State of New York if Delaware without giving effect to any choice or conflicts of law provision or rule thereof that would result in the Employee is not a citizen application of the People’s Republic applicable Laws of China (any other jurisdiction other than the “PRC”)applicable Laws of the United States of America, where applicable. The Parties hereto do hereby consent and submit to the venue and jurisdiction of the State or Federal Courts residing in Delaware as the sole and exclusive forum for such matters of disputes, and further agree that, in accordance with the laws event of any action or suit as to any matters of dispute among the Parties, service of process may be made upon the other Party by mailing a copy of the PRC if summons and/or complaint to the Employee is a citizen of other Party at the PRCaddress set forth herein.Notwithstanding anything to the contrary contained herein, in each case exclusive of such jurisdiction’s principles of conflicts of law. Ifthe Parties may seek equitable relief, under the applicable law, or enforce any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation or ordinance, such portion will be deemed to be modified or altered to conform thereto or, if that is not possible, to be omitted from this Agreement; the invalidity final judgment of any such portion will not affect the forcefederal or state court residing in Delaware, effect and validity of the remaining portion hereof. Each of the parties hereto irrevocably (i) agrees that any dispute or controversy arising out of, relating to, or concerning any interpretation, construction, performance or breach of this Agreement, shall be settled by arbitration to be held in Hong Kong under the UNCITRAL Arbitration Rules in accordance with the HKIAC Procedures for the Administration of International Arbitration in force at the date of this Agreement (the “Arbitration Rules”), (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such arbitration, and (iii) submits to the exclusive jurisdiction of Hong Kong in any such arbitration. There shall be one arbitrator, selected other jurisdiction in accordance with the Arbitration Rulesany manner provided by applicable Law. The decision of Parties acknowledge that all directions issued by the arbitrator shall forum court, including all injunctions and other decrees, will be finalbinding and enforceable in all jurisdictions and countries. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY DISPUTE THAT MAY ARISE UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH (OTHER THAN EMPLOYMENT AGREEMENTS) IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The parties to the arbitration shall each pay an equal share of the costs and expenses of such arbitration, and each party shall separately pay for its respective counsel fees and expenses; provided, however, that the prevailing party in any such arbitration shall be entitled to recover from the non-prevailing party its reasonable costs and attorney feesAND THEREFORE SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY DISPUTE.