Common use of Validity of Choice of Law Clause in Contracts

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Cayman Islands and is expected to be honored by courts in the Cayman Islands subject to the conditions mentioned in Section (hhh) below regarding the enforceability of foreign civil judgments. The Company has the power to submit, and pursuant to this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each the State of New York and United States Federal court sitting in New York County (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to this Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, or the offering of the Placement Shares in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in this Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Transaction Documents is a valid choice of law under the laws of the Cayman Islands and is expected to the PRC and will be honored by courts in the Cayman Islands subject to and the conditions mentioned in Section (hhh) below regarding the enforceability of foreign civil judgmentsPRC. The Company has the power to submit, and pursuant to this AgreementAgreement and the other Transaction Documents, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each of the State of New York and United States Federal court sitting in New York County (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to this AgreementAgreement and the other Transaction Documents, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this AgreementAgreement or the other Transaction Documents, or the offering of the Placement Shares Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in this AgreementAgreement and the other Transaction Documents.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Cayman Islands Islands, Hong Kong and is expected the PRC and will be observed and given effect to be honored by courts in the Cayman Islands subject to Islands, Hong Kong and the conditions mentioned in Section (hhh) below regarding the enforceability of foreign civil judgmentsPRC. The Company has the power to submit, and pursuant to this AgreementSection 12 hereof, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each the New York State and United States federal court sitting in The City of New York and United States Federal court sitting in New York County (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to this Agreement, Section 12 hereof has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the Registration Statement, or the offering of the Placement Shares in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in this AgreementSection 12 hereof.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Cayman Islands and is expected to the PRC and will be honored by courts in the Cayman Islands subject to and the conditions mentioned in Section (hhh) below regarding the enforceability of foreign civil judgmentsPRC. The Company has the power to submit, and pursuant to this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each the State of New York State and United States Federal court sitting in The City of New York County (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to this Agreement, Agreement has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized Company Counsel as agent for service of process in any action arising out of or relating to this Agreement, the Transaction Documents, any Preliminary Prospectus, the General Disclosure Package, the Prospectus, the Registration Statement, or the offering of the Placement Shares in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in this AgreementAgreement and the Transaction Documents.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Transaction Documents is a valid choice of law under the laws of the Cayman Islands and is expected to the PRC and will be honored by courts in the Cayman Islands subject to and the conditions mentioned in Section (hhh) below regarding the enforceability of foreign civil judgmentsPRC. The Company has the power to submit, and pursuant to this AgreementAgreement and the other Transaction Documents, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each of the State of New York and United States Federal court sitting in New York County (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to this AgreementAgreement and the other Transaction Documents, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this AgreementAgreement or the other Transaction Documents, or the offering of the Placement Shares Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in this Agreement.Agreement and the other Transaction Documents

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Cayman Islands State of Israel and is expected to be honored by courts in the Cayman Islands State of Israel subject to the conditions mentioned in Section (hhh) below regarding the enforceability of foreign civil judgments. The Company has the power to submit, and pursuant to this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each the State of New York and United States Federal court sitting in New York County (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to this Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, or the offering of the Placement Shares in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in this Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Cayman Islands State of Israel and is expected to be honored by courts in the Cayman Islands State of Israel subject to the conditions mentioned in Section (hhh) below regarding the for enforceability of foreign civil judgmentsliabilities described in the Registration Statement. The Company has the power to submit, and pursuant to this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each the State of New York and United States Federal court sitting in New York County (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to this Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, or the offering of the Placement Shares in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in this Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement and the Transaction Documents is a valid choice of law under the laws of the Cayman British Virgin Islands and is expected to the PRC and will be honored by courts in the Cayman British Virgin Islands subject to and the conditions mentioned in Section (hhh) below regarding the enforceability of foreign civil judgmentsPRC. The Company has the power to submit, and pursuant to this AgreementAgreement and the other Transaction Documents, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each of the State of New York and United States Federal court sitting in New York County (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to this AgreementAgreement and the other Transaction Documents, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this AgreementAgreement or the other Transaction Documents, or the offering of the Placement Shares Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in this AgreementAgreement and the other Transaction Documents.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement is a valid choice of law under the laws of the Cayman Islands State of Israel and is expected to be honored by courts in the Cayman Islands State of Israel subject to the conditions mentioned in Section clause (hhhggg) below regarding the enforceability of foreign civil judgments. The Company has the power to submit, and pursuant to this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each the State of New York and United States Federal court sitting in New York County (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to this Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this Agreement, or the offering of the Placement Shares in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in this Agreement.

Validity of Choice of Law. The choice of the laws of the State of New York as the governing law of this Agreement Agreement, is a valid choice of law under the laws of the Cayman Islands Islands, the British Virgin Islands, Hong Kong, and is expected to the PRC and will be honored by courts in the Cayman Islands subject to Islands, the conditions mentioned in Section (hhh) below regarding British Virgin Islands, Hong Kong and the enforceability of foreign civil judgmentsPRC. The Company has the power to submit, and pursuant to this Agreement, has legally, validly, effectively and irrevocably submitted, to the personal jurisdiction of each the State of New York and United States Federal federal court sitting in the City of New York, New York County (each, a “New York Court”) and has validly and irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in any such court; and the Company has the power to designate, appoint and empower, and pursuant to this Agreement, has legally, validly, effectively and irrevocably designated, appointed and empowered, an authorized agent for service of process in any action arising out of or relating to this AgreementAgreement any preliminary prospectus, the Pricing Disclosure Package, the Prospectus, the Registration Statement, or the offering of the Placement Shares Securities in any New York Court, and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in this Agreement.