Common use of Governing Law; Venue Clause in Contracts

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT.

Governing Law; Venue. This Warrant shall be deemed to have been executed All questions concerning the construction, validity, enforcement and delivered in New York and both interpretation of this Warrant and the transactions contemplated hereby Agreement shall be governed as to validity, interpretation, construction, effect, by and construed and enforced in all other respects by accordance with the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York Countywithout regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the United States District Court for state and federal courts sitting in the Southern District City of New York. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, (b) waives any objection which it may have or hereafter to New York for the venue adjudication of any such dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, and (c) irrevocably consents any claim that it is not personally subject to the jurisdiction of Supreme Court of the State of New Yorkany such court, New York County, or in the United States District Court for the Southern District of New York in any that such suit, action or proceedingproceeding is improper. Each of the Holder and the Company further agrees to accept and acknowledge party hereto hereby irrevocably waives personal service of any process and all consents to process which may be being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in the Supreme Court of the State of New York, New York County, or in the United States District Court effect for the Southern District of New York notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery and notice thereof. Nothing contained herein shall be deemed in every respect effective service of process upon the Company, to limit in any such suit, action or proceeding, and service of way any right to serve process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suitmanner permitted by law. EACH PARTY HERETO (INCLUDING ITS AFFILIATES, action or proceeding. THE HOLDER (ON BEHALF OF ITSELFAGENTS, ITS SUBSIDIARIES ANDOFFICERS, DIRECTORS AND EMPLOYEES) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS ANY AND CREDITORS) HEREBY WAIVES ANY ALL RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH RELATING TO THIS WARRANT AND AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTHEREBY.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby Agreement shall be governed as to validity, interpretation, construction, effectby, and construed in all other respects by accordance with, the laws of the State of New York Delaware applicable to agreements wholly contracts executed in and to be performed within the borders of such state in that State. All legal actions and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding proceedings arising out of or relating to this Warrant and/or Agreement shall be heard and determined exclusively in any Delaware Chancery Court; provided, that if jurisdiction is not then available in the Delaware Chancery Court, then any such legal action may be brought in any federal court located in the State of Delaware or any other Delaware state court. The parties hereto hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the purpose of any action arising out of or relating to this Agreement brought by any party hereto, and (b) agree not to commence any action relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted exclusively in hereby, (a) any claim that it is not personally subject to the Supreme Court jurisdiction of the State of New York, New York County, or courts in the United States District Court Delaware as described herein for the Southern District of New Yorkany reason, (b) waives any objection which that it may have or hereafter to the venue its property is exempt or immune from jurisdiction of any such suitcourt or from any legal process commenced in such courts (whether through service of notice, action attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or proceeding, otherwise) and (c) irrevocably consents to that (i) the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York action in any such suitcourt is brought in an inconvenient forum, (ii) the venue of such action is improper or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County(iii) this Agreement, or the subject matter hereof, may not be enforced in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed or by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTcourts.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby Agreement shall be governed as to validity, interpretation, construction, effectby, and construed and enforced in all other respects by accordance with, the laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)Maryland. Each party shall bring any Proceeding in respect of the Holder and the Company: (a) agrees that any legal suit, action or proceeding claim arising out of or relating related to this Warrant and/or the transactions contemplated hereby shall be instituted Agreement exclusively in the Supreme Court courts of the State of New YorkMaryland and the Federal courts of the United States, New York Countyin each case, or located in the United States District Court for City of Baltimore (the Southern District “Chosen Courts”). Solely in connection with claims arising under this Agreement, each party hereto irrevocably and unconditionally (i) submits to the exclusive jurisdiction or venue, as applicable, of New Yorkthe Chosen Courts, (bii) waives agrees not to commence any such Proceeding except in such courts, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may have now or hereafter have to the laying of venue of any such suitProceeding in the Chosen Courts, action or proceeding(iv) waives, and (c) irrevocably consents to the jurisdiction fullest extent permitted by law, the defense of Supreme Court an inconvenient forum to the maintenance of the State of New Yorksuch Proceeding, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and (v) agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, such party in any such suit, action or proceeding, Proceeding shall be effective if notice is given in accordance with Article XV; and service of process upon the Holder mailed by certified mail (vi) agrees to request and/or consent to the Holder’s address assignment of any dispute arising out of this Agreement or delivered the transactions contemplated by Federal Express via overnight delivery shall be deemed this Agreement to the Chosen Courts’ Business and Technology Case Management Program or similar program. Nothing in every respect effective service this Agreement will affect the right of any party hereto to serve process upon the Holder, in any other manner permitted by law. A final judgment in any such suit, action Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or proceedingin any other manner provided by law. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH RELATING TO THIS WARRANT AND AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTAGREEMENT.

Governing Law; Venue. This Warrant Agreement shall be deemed to have been executed and delivered in New York and both this Warrant Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder Dealer-Manager and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, ; (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, ; and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder Dealer-Manager and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder Dealer-Manager mailed by certified mail to the HolderDealer-Manager’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the HolderDealer-Manager, in any such suit, action or proceeding. THE HOLDER COMPANY (ON BEHALF OF ITSELF, ITS SUBSIDIARIES ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTAGREEMENT, THE REGISTRATION STATEMENT, ANY PRELIMINARY PROSPECTUS AND THE PROSPECTUS.

Governing Law; Venue. This Warrant shall Agreement will be deemed to have been executed made and delivered in the State of New York York, USA, and both the binding provisions of this Warrant Agreement and the transactions contemplated hereby shall will be governed as to validity, interpretation, construction, effect, effect and in all other respects by the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts conflict of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)principles thereof. Each of the Holder Aegis and the Company: (ai) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement and/or the transactions contemplated hereby shall will be instituted exclusively in the Supreme Court of courts located in the State City of New York, New York County, or in the United States District Court for the Southern District County of New York, State of New York (bii) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (ciii) irrevocably consents to the jurisdiction of Supreme Court the courts located in the City of the New York, County of New York and State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder Aegis and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York such courts and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall will be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder Aegis mailed by certified mail to the HolderAegis’s address or delivered by Federal Express via overnight delivery shall will be deemed in every respect effective service process upon the HolderAegis, in any such suit, action or proceeding. THE HOLDER Notwithstanding any provision of this Agreement to the contrary, the Company agrees that neither Aegis nor its affiliates, and the respective officers, directors, employees, agents and representatives of Aegis, its affiliates and each other person, if any, controlling Aegis or any of its affiliates, will have any liability (ON BEHALF OF ITSELFwhether direct or indirect, ITS SUBSIDIARIES ANDin contract or tort or otherwise) to the Company for or in connection with the engagement and transaction described herein except for any such liability for losses, TO THE FULLEST EXTENT PERMITTED BY LAWclaims, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTdamages or liabilities incurred by the Company that are finally judicially determined to have resulted from the bad faith or gross negligence of such individuals or entities. Aegis will act under this Agreement as an independent contractor with duties to the Company.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby Agreement shall be governed as to validity, interpretation, construction, effectby, and construed in all other respects by accordance with, the laws of the State of New York Delaware applicable to agreements wholly contracts executed in and to be performed within the borders of such state in that State. All legal actions and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding proceedings arising out of or relating to this Warrant and/or Agreement shall be heard and determined exclusively in any Delaware Chancery Court; provided, that if jurisdiction is not then available in the Delaware Chancery Court, then any such legal action may be brought in any federal court located in the State of Delaware or any other Delaware state court. The parties hereto hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the purpose of any action arising out of or relating to this Agreement brought by any party hereto, and (b) agree not to commence any action relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New Yorkhereby, (bi) waives any objection which claim that it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents is not personally subject to the jurisdiction of Supreme Court the courts in Delaware as described herein for any reason, (ii) 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 notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) that (A) the State of New York, New York County, or in the United States District Court for the Southern District of New York action in any such suitcourt is brought in an inconvenient forum, (B) the venue of such action is improper or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County(C) this Agreement, or the subject matter hereof, may not be enforced in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed or by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTcourts.

Governing Law; Venue. This Warrant Agreement shall be deemed to have been executed and delivered in New York and both this Warrant Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder Dealer-Manager and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, ; (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, ; and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder Dealer-Manager and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder Dealer-Manager mailed by certified mail to the HolderDealer-Manager’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holdersuch Dealer-Manager, in any such suit, action or proceeding. THE HOLDER COMPANY (ON BEHALF OF ITSELF, ITS SUBSIDIARIES ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTAGREEMENT, THE REGISTRATION STATEMENT, ANY PRELIMINARY PROSPECTUS AND THE PROSPECTUS.

Governing Law; Venue. This Warrant shall be deemed to have been executed All issues and delivered in New York questions concerning the application, construction, validity, interpretation and both enforcement of this Warrant and the transactions contemplated hereby Agreement shall be governed as to validity, interpretation, construction, effect, by and construed in all other respects by accordance with the laws of the State of New York applicable Delaware, without giving effect to agreements wholly performed within the borders any principles of such state and without regard to the conflicts of laws principals thereof (law, whether of the State of Delaware or any other than Section 5-1401 of The New York General Obligations Law)jurisdiction. Each of the Holder and the Company: (a) parties hereto agrees that any legal suit, action or proceeding arising out of or relating with respect to this Warrant and/or the transactions contemplated hereby Agreement shall be instituted brought exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) located in New York, New York, unless the parties to any such action or dispute mutually agree to waive this provision. By execution and delivery of this Agreement, each of the parties hereto irrevocably consents to service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized express carrier or delivery service, to the applicable party at his, her or its address referred to herein. Each of the parties hereto irrevocably waives any objection which he, she or it may have now or hereafter have to the laying of venue of any such suitof the aforementioned actions or proceedings arising out of or in connection with this Agreement, action or proceedingany related agreement, certificate or instrument referred to above, brought in the courts referred to above and (c) hereby further irrevocably consents waives and agrees, to the jurisdiction of Supreme Court of the State of New Yorkfullest extent permitted by applicable law, New York County, not to plead or in the United States District Court for the Southern District of New York claim in any such suit, court that any such action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served proceeding brought in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, court has been brought in any such suit, action or proceeding, and service inconvenient forum. Nothing herein shall affect the right of any party to serve process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceedingother manner permitted by law. EACH OF THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM PROCEEDING (WHETHER BASED UPONON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN CONNECTION WITH RELATING TO THIS WARRANT AND AGREEMENT OR THE TRANSACTIONS CONTEMPLATED EXECUTIVE’S EMPLOYMENT BY THE EMPLOYER, COMPANY OR ANY AFFILAITE OF THE COMPANY, OR THE EXECUTIVE’S OR THE EMPLOYER’S OR COMPANY’S PERFORMANCE UNDER, OR THE ENFORCEMENT OF THIS WARRANTAGREEMENT.

Governing Law; Venue. This Warrant Agreement shall be deemed to have been executed and delivered in New York and both this Warrant Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder Dealer-Manager and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder Dealer-Manager and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder underwriters mailed by certified mail to the HolderDealer-Manager’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the HolderDealer-Manager, in any such suit, action or proceeding. THE HOLDER COMPANY (ON BEHALF OF ITSELF, ITS SUBSIDIARIES ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTAGREEMENT, THE REGISTRATION STATEMENT, ANY PRELIMINARY PROSPECTUS AND THE PROSPECTUS.

Governing Law; Venue. (a) This Warrant Agreement and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be deemed to have been executed construed, performed and delivered enforced in New York and both this Warrant and accordance with the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws Laws of the State of New York applicable Delaware without giving effect to agreements wholly performed within the borders its principles or rules of such state and without regard conflict of laws to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each extent such principles or rules would require or permit the application of the Holder and the Company: (a) agrees that any legal suitLaws of another jurisdiction. Any Action against, action or proceeding arising out of or relating to this Warrant and/or Agreement or the transactions contemplated hereby shall be instituted brought solely and exclusively in the Supreme Court courts of the State of New York, New York CountyDelaware, or in any direct appellate court therefrom; provided that if (and only after) such courts determine that they lack subject matter jurisdiction over any such legal Action, such legal Action shall be brought solely and exclusively in the Federal courts of the United States District Court for located in the Southern District State of New YorkDelaware, or in any direct appellate court therefrom. Each of the parties hereto agrees that a final judgment (bsubject to any appeals therefrom) waives in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any legal Action arising out of or relating to this Agreement or the transactions contemplated hereby or thereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may have now or hereafter have to the laying of venue of any such suit, action Action arising out of or proceeding, and (c) irrevocably consents relating to this Agreement or the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York transactions contemplated hereby in any such suit, action or proceedingcourt in accordance with the provisions of this Section 5.6. Each of the Holder and parties hereto hereby irrevocably waives, to the Company further agrees fullest extent permitted by law, the defense of an inconvenient forum to accept and acknowledge service the maintenance of any and all process which may be served in any such suit, action or proceeding in the Supreme Court any such court. Each of the State of New York, New York County, or in the United States District Court for the Southern District of New York parties hereto hereby irrevocably and agrees that unconditionally consents to service of process upon in the Company mailed by certified mail manner provided for notices in Section 5.1. Nothing in this Agreement will affect the right of any party to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of this Agreement to serve process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder mailed other manner permitted by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTlaw.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby shall be governed as to validityWaiver Of Jury Trail. ALL QUESTIONS CONCERNING THE CONSTRUCTION, interpretationVALIDITY, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceedingENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, COMPANY AND PURCHASERS HEREBY IRREVOCABLY SUBMIT TO THE FULLEST EXTENT EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN FOR THE ADJUDICATION OF ANY DISPUTE BROUGHT BY THE COMPANY OR ANY PURCHASER HEREUNDER, IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY WAIVE, AND AGREE NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING BROUGHT BY THE COMPANY OR ANY PURCHASER, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, OR THAT SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS . THE COMPANY AND CREDITORS) PURCHASERS HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE WAIVE ALL RIGHTS TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTJURY.

Governing Law; Venue. This Warrant shall be deemed to have been executed All questions concerning the construction, validity, enforcement and delivered in New York and both this Warrant and interpretation of the transactions contemplated hereby Transaction Documents shall be governed as to validity, interpretation, construction, effect, by and construed and enforced in all other respects by accordance with the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and Ohio, without regard to the principles of conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)law thereof. Each of the Holder and the Company: (a) party agrees that any all legal suitProceedings concerning the interpretations, action or proceeding arising out enforcement and defense of or relating to this Warrant and/or the transactions contemplated hereby by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be instituted commenced exclusively in the Supreme Court of state and federal courts sitting in the State of New York, New York County, Ohio. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Ohio for the adjudication of any dispute hereunder or in the United States District Court for the Southern District of New York, connection herewith or with any transaction contemplated hereby or discussed herein (b) waives any objection which it may have or hereafter including with respect to the venue enforcement of any such suit, action or proceedingof the Transaction Documents), and (c) hereby irrevocably consents waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suitcourt, action that such Action or proceedingProceeding is improper or is an inconvenient venue for such Proceeding. Each of the Holder and the Company further agrees to accept and acknowledge party hereby irrevocably waives personal service of any process and all consents to process which may be being served in any such suit, action Action or proceeding Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in the Supreme Court of the State of New York, New York County, or in the United States District Court effect for the Southern District of New York notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery and notice thereof. Nothing contained herein shall be deemed to limit in every respect effective service any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of process upon the CompanyTransaction Documents, then, in any such suit, action or proceeding, and service of process upon the Holder mailed by certified mail addition to the Holder’s address obligations of the Company under Section 4.7, the prevailing party in such Action or delivered by Federal Express via overnight delivery Proceeding shall be deemed in every respect effective service process upon reimbursed by the Holdernon-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, in any preparation and prosecution of such suit, action Action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTProceeding.

Governing Law; Venue. This All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be deemed to have been executed governed by and delivered construed and enforced in New York and both this Warrant and accordance with the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and Delaware, without regard to the principles of conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)law thereof. Each party agrees that all proceedings concerning the interpretations, enforcement and defense of the Holder transactions contemplated by this Warrant (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the Company: State of Maryland. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Maryland for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (awith evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereto hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal suit, action or proceeding arising out of or relating to this Warrant and/or or the transactions contemplated hereby hereby. If any party shall commence a proceeding to enforce any provisions of this Warrant, then the prevailing party in such proceeding shall be instituted exclusively in reimbursed by the Supreme Court other party for its reasonable attorneys fees and other costs and expenses incurred with the investigation, preparation and prosecution of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT.

Governing Law; Venue. This Warrant Agreement shall be deemed to have been executed and delivered in New York and both this Warrant Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder Dealer-Manager and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder Dealer-Manager and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder underwriters mailed by certified mail to the HolderDealer-Manager’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the HolderUnderwriter, in any such suit, action or proceeding. THE HOLDER COMPANY (ON BEHALF OF ITSELF, ITS SUBSIDIARIES ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTAGREEMENT, THE REGISTRATION STATEMENT, ANY PRELIMINARY PROSPECTUS AND THE PROSPECTUS.

Governing Law; Venue. Severability. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby Guaranty shall be governed as to validity, interpretation, construction, effect, by and construed in all other respects by accordance with the laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the principles of conflicts or choice of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)law. Each of the Holder and the Company: (a) agrees that any Any legal suit, action or proceeding arising out of or relating against Guarantor with respect to this Warrant and/or the transactions contemplated hereby shall Guaranty may be instituted exclusively brought in the Supreme Court courts of the State of New York, New York County, or in of the United States District Court for the Southern District of New York, (b) and, by execution and delivery of this Guaranty, Guarantor hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Guarantor hereby irrevocably waives any objection which it may have now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Guaranty brought in the aforesaid courts and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. If any provision of this Guaranty, or the application thereof to any person or circumstance, is held invalid, such invalidity shall not affect any other provisions which can be given effect without the invalid provision or application, and to this end the provisions hereof shall be severable and the remaining, •valid provisions shall remain of full force and effect. This Guaranty shall be deemed an unconditional obligation of Guarantor for the payment of money and, without limitation to any other remedies of Lenders, may be enforced against Guarantor by summary proceeding pursuant to New York Civil Procedure Law and Rules Section 3213 or any similar rule or statute in the jurisdiction where enforcement is sought. For purposes of such rule or statute, any other document or agreement to which Lenders and Guarantor are parties or which Guarantor delivered to Lenders, which may be convenient or necessary to determine Lenders’ rights hereunder or Guarantor’s obligations to Lenders are deemed a part of this Guaranty, whether or not such other document or agreement was delivered together herewith or was executed apart from this Guaranty. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding, and proceeding- in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (cwith evidence of delivery) irrevocably consents to such party at the jurisdiction of Supreme Court of the State of New York, New York County, or address in the United States District Court effect for the Southern District of New York in any such suit, action or proceeding. Each of the Holder and the Company further agrees notices to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law, Guarantor irrevocably appoints Parent its true and lawful agent for service of process upon whom all processes of Ian’ and notices may be served and given in the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery manner described above; and such service and notice shall be deemed in every respect effective valid personal service of process and notice upon Guarantor with the Company, in any such suit, action or proceeding, same force and service of process validity as if served upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT.Guarantor,

Governing Law; Venue. This Warrant shall be deemed to have been executed All questions concerning the construction, validity, enforcement and delivered in New York and both interpretation of the this Warrant and the transactions contemplated hereby Amendment shall be governed as to validity, interpretation, construction, effect, by and construed and enforced in all other respects by accordance with the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York Countywithout regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Amendment (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the United States District Court for state and federal courts sitting in the Southern District City of New York. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (b) waives any objection which it may have or hereafter including with respect to the venue enforcement of this Amendment), and hereby irrevocably waives, and agrees not to assert in any such suit, action or proceeding, and (c) irrevocably consents any claim that it is not personally subject to the jurisdiction of Supreme Court of the State of New Yorkany such court, New York County, or in the United States District Court for the Southern District of New York in any that such suit, action or proceedingproceeding is improper. Each of the Holder and the Company further agrees to accept and acknowledge party hereto hereby irrevocably waives personal service of any process and all consents to process which may be being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in the Supreme Court of the State of New York, New York County, or in the United States District Court effect for the Southern District of New York notices to it under this Amendment and agrees that such service shall constitute good and sufficient service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery and notice thereof. Nothing contained herein shall be deemed in every respect effective service of process upon the Company, to limit in any such suit, action or proceeding, and service of way any right to serve process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suitmanner permitted by law. EACH PARTY HERETO (INCLUDING ITS AFFILIATES, action or proceeding. THE HOLDER (ON BEHALF OF ITSELFAGENTS, ITS SUBSIDIARIES ANDOFFICERS, DIRECTORS AND EMPLOYEES) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS ANY AND CREDITORS) HEREBY WAIVES ANY ALL RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH RELATING TO THIS WARRANT AND AMENDMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTHEREBY.

Governing Law; Venue. This Warrant Agreement shall be deemed to have been executed governed, construed, interpreted and delivered enforced in New York and both this Warrant and accordance with the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the substantive laws of the State of New York applicable Delaware, without giving effect to agreements wholly performed within the borders any principles of such state and without regard to the conflicts of law, whether of the State of Delaware or any other jurisdiction, and where applicable, the laws principals thereof (of the United States, that would result in the application of the laws of any other than Section 5-1401 of The New York General Obligations Law)jurisdiction. Each of the Holder and the Company: (a) parties hereto agrees that any legal suit, action or proceeding with respect to this Agreement shall be brought exclusively in the Chancery Court of New Castle County, Delaware or the federal courts of the United States of America for the District of Delaware, unless the parties to any such action or dispute mutually agree to waive this provision. By execution and delivery of this Agreement, each of the parties hereto irrevocably consents to service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized express carrier or delivery service, to the applicable party at his, her or its address referred to herein. Each of the parties hereto irrevocably waives any objection which he, she or it may now or hereafter have to the laying of venue of any of the aforementioned actions or proceedings arising out of or relating in connection with this Agreement, or any related agreement, certificate or instrument referred to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively above, brought in the Supreme Court of the State of New Yorkcourts referred to above and hereby further irrevocably waives and agrees, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suitfullest extent permitted by applicable law, action not to plead or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York claim in any such suit, court that any such action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served proceeding brought in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, court has been brought in any such suit, action or proceeding, and service inconvenient forum. Nothing herein shall affect the right of any party to serve process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceedingother manner permitted by law. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT10.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby Guaranty shall be governed as to validity, interpretation, construction, effectby, and construed in all other respects by accordance with, the laws of the State of New York applicable to agreements wholly performed within the borders of such state and (without regard to the conflicts conflict of laws principals provisions thereof (other than Section 5-1401 of The the New York General Obligations Law). Each of the Holder and the Company: (a) The Guarantor agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or Guaranty, or any legal action or proceeding to execute or otherwise enforce any judgment obtained against the transactions contemplated hereby shall Guarantor, for breach hereof or thereof, or against any of its properties, may be instituted exclusively brought in the Supreme Court courts of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in by the Guarantor or on behalf of the Guarantor, as the Lender may elect. The Guarantor hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of such courts for purposes of any such suit, legal action or proceeding. Each Service of process by the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served Lender in any such suitdispute shall be binding on the Guarantor if sent to the Guarantor by registered or certified mail, at the addresses specified on the signature page of this Guaranty. The Guarantor agrees that a final judgment in any such action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, conclusive and may be enforced in any such suitother jurisdiction. EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO JURY TRIAL IN ANY ACTION RELATED TO THIS GUARANTY, action or proceedingANY OTHER BASIC DOCUMENT (AS DEFINED UNDER EACH FW CREDIT FACILITY) OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. IN ADDITION, and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, GUARANTOR HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO A TRIAL BY JURY IN RESPECT THE LAYING OF VENUE OF ANY CLAIM BASED UPONSUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER (AS DEFINED UNDER EACH FW CREDIT FACILITY)EXECUTED IN CONNECTION WITH THIS WARRANT HEREWITH OR THEREWITH BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT.ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM

Governing Law; Venue. This Warrant shall be deemed Agreement and all disputes or controversies arising out of or relating to have been executed and delivered in New York and both this Warrant and Agreement or the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effectby, and construed in all other respects by accordance with, the laws Laws of the State of New York Delaware, regardless of the Laws that might otherwise govern under applicable to agreements wholly performed within the borders principles of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each Laws of the Holder and the Company: (a) agrees that State of Delaware. In any legal suit, action or proceeding arising out of or relating to this Warrant and/or Agreement: (i) each of the transactions contemplated hereby shall be instituted exclusively in parties irrevocably and unconditionally consents and submits to the Supreme exclusive jurisdiction and venue of the Court of Chancery of the State of New YorkDelaware and any state appellate court therefrom or, New York Countyif such court lacks subject matter jurisdiction, or in the United States District Court sitting in New Castle County in the State of Delaware (it being agreed that the consents to jurisdiction and venue set forth in this Section 9(b) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the Southern District parties); and (ii) each of New Yorkthe parties irrevocably consents to service of process by first class certified mail, (b) return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 9(f). Each of the parties hereby irrevocably and unconditionally waives any objection which it may have or hereafter to the laying of venue of any such suitaction, action suit or proceeding, and (c) irrevocably consents to proceeding arising out of this Agreement in the jurisdiction Court of Supreme Court Chancery of the State of New YorkDelaware and any state appellate court therefrom or, New York Countyif such court lacks subject matter jurisdiction, or in the United States District Court for sitting in New Castle County in the Southern District State of New York Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such suitcourt that any such action, action suit or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served proceeding brought in any such suitcourt has been brought in an inconvenient forum (including, any claim based on the doctrine of forum non conveniens or any similar doctrine). The parties agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Laws; provided, however, that nothing in the Supreme Court of the State of New York, New York Countyforegoing shall restrict any party’s rights to seek any post-judgment relief regarding, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Companyany appeal from, in any such suit, action or proceeding, and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTfinal trial court judgment.

Governing Law; Venue. This Warrant shall be deemed to have been executed Agreement, the rights and delivered in New York obligations of the parties hereto, and both this Warrant and the transactions contemplated hereby any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of California (but not including any choice of law rule thereof that would cause the laws of another jurisdiction to apply). Except as to validityotherwise provided in Section 8(i), interpretationeach of the parties agrees that any dispute between the parties shall be resolved only in the courts of the State of California sitting in Los Angeles, construction, effectCalifornia or the United States District Court for the Central District of California and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing (but subject to Section 8(i)), each of the parties hereto irrevocably and unconditionally (a) submits for himself or itself in any proceeding relating to this Agreement or Executive’s employment by the Employer or any of its Affiliates, or for the recognition and enforcement of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of the courts of the State of California sitting in Los Angeles, California, the court of the United States District Court for the Central District of California and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such Proceeding shall be heard and determined in such California State court or, to the extent permitted by law, in such federal court; (b) consents that any such Proceeding may and shall be brought in such courts and waives any objection that he or it may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (c) waives all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or Executive’s employment by the Employer or any of its Affiliates, or his or its performance under or the enforcement of this Agreement; (d) agrees that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at his or its address as provided in Section 14; and (e) agrees that nothing in this Agreement shall affect the right to effect service of process in any other respects manner permitted by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTCalifornia.

Governing Law; Venue. This Warrant Agreement shall be deemed to have been executed and delivered in New York and both this Warrant Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder Dealer-Manager and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder Dealer-Manager and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder underwriters mailed by certified mail to the HolderDealer-Manager’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the HolderDealer-Manager, in any such suit, action or proceeding. THE HOLDER COMPANY (ON BEHALF OF ITSELF, ITS SUBSIDIARIES ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTAGREEMENT, THE REGISTRATION STATEMENT, ANY PRELIMINARY PROSPECTUS AND THE PROSPECTUS.

Governing Law; Venue. This Warrant Agreement shall be deemed to have been executed and delivered in New York and both this Warrant Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder Dealer-Manager and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, ; (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, ; and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder Dealer-Manager and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder Dealer-Manager mailed by certified mail to the HolderDealer-Manager’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the HolderDealer-Manager, in any such suit, action or proceeding. THE HOLDER COMPANY (ON BEHALF OF ITSELF, ITS SUBSIDIARIES ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORSHOLDERS) HEREBY WAIVES ANY RIGHT HOLDER THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTAGREEMENT, THE REGISTRATION STATEMENT, ANY PRELIMINARY PROSPECTUS AND THE PROSPECTUS.

Governing Law; Venue. This Warrant Agreement shall be deemed to have been executed construed and delivered enforced in New York accordance with, and both all questions concerning the construction, validity, interpretation and performance of this Warrant and the transactions contemplated hereby Agreement shall be governed as to validityby, interpretation, construction, effect, and in all other respects by the internal laws of the State of New York applicable Delaware, without giving effect to agreements wholly performed within any choice of law or conflict of law provision or rule (whether of the borders State of such state and without regard to Delaware or any other jurisdictions) that would cause the conflicts application of the laws principals thereof (of any jurisdictions other than Section 5-1401 the State of The New York General Obligations Law)Delaware. Each of Any action brought by the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or Company concerning the transactions contemplated by this Agreement or any other agreement, certificate, instrument or document contemplated hereby shall be instituted exclusively brought only in the Supreme Court of a state or federal court located in the State of New YorkDelaware. Any action brought by the Buyer concerning the transactions contemplated by this Agreement or any other agreement, New York Countycertificate, instrument or document contemplated hereby shall be brought only in either (a) a state or federal court located in the State of Delaware, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have a state or hereafter federal court located in the Commonwealth of Massachusetts. Notwithstanding anything in the foregoing to the venue contrary, nothing herein shall limit, or shall be deemed or construed to limit, the ability of the Buyer to realize on any such collateral or any other security, or to enforce a judgment or other court ruling in favor of the Buyer, including through a legal action in any court of competent jurisdiction. The Company hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any objection to jurisdiction and (c) irrevocably consents venue of any action instituted hereunder, any claim that it is not personally subject to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suitcourt, action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served in any claim that such suit, action or proceeding is brought in an inconvenient forum or that the Supreme Court venue of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceedingproceeding is improper (including but not limited to based upon forum non conveniens). THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, and AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY. The Company irrevocably waives personal service of process upon the Holder mailed by certified mail and consents to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, being served in any such suit, action or proceedingproceeding in connection with this Agreement or any other agreement, certificate, instrument or document contemplated hereby or thereby by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to Company at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. THE HOLDER (ON BEHALF OF ITSELFNothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. The prevailing party in any action or dispute brought in connection with this Agreement or any other agreement, ITS SUBSIDIARIES ANDcertificate, TO THE FULLEST EXTENT PERMITTED BY LAWinstrument or document contemplated hereby or thereby shall be entitled to recover from the other party its reasonable attorney’s fees and costs. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTsuch invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby Agreement shall be governed as to validityby, interpretation, construction, effectinterpreted under, and construed in all other respects by accordance with the internal laws of the State of New York Delaware applicable to agreements wholly made and to be performed within the borders State of such state and Delaware, without regard giving effect to any choice-of-law provisions thereof that would compel the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each application of the Holder substantive laws of any other jurisdiction. All legal actions and the Company: (a) agrees that any legal suit, action or proceeding proceedings arising out of or relating to this Warrant and/or Agreement or the transactions contemplated hereby (each, an “Action”) shall be instituted heard and determined exclusively in any Delaware Chancery Court; provided, that if jurisdiction is not then available in the Supreme Court of Delaware Chancery Court, then any such legal Action may be brought in any federal court located in the State of New York, New York County, Delaware or in any other Delaware state court. The parties hereto hereby (x) irrevocably submit to the United States District Court exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue purpose of any such suit, action Action arising out of or proceedingrelating to this Agreement brought by any party hereto, and (cy) agree not to commence any Action relating thereto except in the courts described above in Delaware, other than with respect to any appellate court thereof and other than Actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Law. Each of the parties irrevocably consents and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising out of or relating to this Agreement or the transactions contemplated hereby, (i) any claim that he, she or it is not personally subject to the jurisdiction of Supreme Court the courts in Delaware as described herein for any reason, (ii) that he, she or it or his, her 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 notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) that (A) the State of New York, New York County, or in the United States District Court for the Southern District of New York Action in any such suitcourt is brought in an inconvenient forum, action (B) the venue of such Action is improper or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County(C) this Agreement, or the subject matter hereof, may not be enforced in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed or by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTcourts.

Governing Law; Venue. This Warrant Agreement shall be deemed to have been executed and delivered in New York and both this Warrant Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder Dealer-Managers and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, ; (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, ; and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder Dealer-Managers and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder Dealer-Managers mailed by certified mail to the Holdereach Dealer-Manager’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holdersuch Dealer-Manager, in any such suit, action or proceeding. THE HOLDER COMPANY (ON BEHALF OF ITSELF, ITS SUBSIDIARIES ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTAGREEMENT, THE REGISTRATION STATEMENT, ANY PRELIMINARY PROSPECTUS AND THE PROSPECTUS.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby Agreement shall be governed as by, and construed in accordance with, the laws of the State of Delaware without regard to principles of conflicts of law that would result in the application of the substantive law of another jurisdiction. Each party hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware, or, if no federal court in the State of Delaware accepts jurisdiction, any state court within the State of Delaware) (the “Delaware Courts”) over all claims or causes of action (whether in contract or tort, in law or in equity, or granted by statute or otherwise) that may be based upon, arise out of or relate to this Agreement and any other document or instrument delivered pursuant to this Agreement, or the negotiation, execution, termination, validity, interpretation, construction, effectenforcement, and in all other respects by performance or nonperformance of this Agreement or otherwise arising from the laws transactions contemplated hereby or the relationship among the parties (including any claim or cause of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suitaction based upon, action or proceeding arising out of or relating related to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively any representation or warranty made in the Supreme Court of the State of New York, New York Countyor in connection with, or as an inducement to enter into, this Agreement) (collectively, “Related Claims”), and each party hereby irrevocably agrees that all Related Claims may be heard and determined in such courts. Each party hereby irrevocably and unconditionally waives, to the United States District Court for the Southern District of New Yorkfullest extent permitted by applicable Law, (b) waives any objection which it may have now or hereafter have to the laying of venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York Related Claim brought in any such suit, action court or proceedingany defense of inconvenient forum for the maintenance of such dispute. Each of the Holder and the Company further party agrees to accept and acknowledge service of any and all process which may be served that a judgment in any such suit, action or proceeding dispute may be enforced in other jurisdictions by suit on the Supreme Court of the State of New York, New York County, judgment or in any other manner provided by law. Each party hereby consents to process being served by any other party in any Related Claim by the United States District Court for delivery of a copy thereof in accordance with the Southern District provisions of New York and agrees Section 4.01 (other than by email) along with a notification that service of process upon is being served in conformance with this Section 4.05. Nothing in this Agreement will affect the Company mailed by certified mail right of any party to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of serve process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder mailed other manner permitted by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceedinglaw. EACH OF THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES ANDPARTIES TO THIS AGREEMENT HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION WILL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT THE PARTIES TO THIS WARRANTAGREEMENT MAY FILE A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Governing Law; Venue. This Warrant Agreement shall be deemed to have been executed and delivered in New York and both this Warrant Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts of laws principals principles thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder Dealer-Manager and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder Dealer-Manager and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder underwriters mailed by certified mail to the HolderDealer-Manager’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the HolderUnderwriter, in any such suit, action or proceeding. THE HOLDER COMPANY (ON BEHALF OF ITSELF, ITS SUBSIDIARIES ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTAGREEMENT, THE REGISTRATION STATEMENT, ANY PRELIMINARY PROSPECTUS AND THE PROSPECTUS.

Governing Law; Venue. This Warrant Agreement shall be deemed to have been executed and delivered in New York and both this Warrant Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts of laws principals principles thereof (other than Section 5-1401 of The the New York General Obligations Law). Each of the Holder Dealer-Manager and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder Dealer-Manager and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder underwriters mailed by certified mail to the HolderDealer-Manager’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the HolderDealer-Manager, in any such suit, action or proceeding. THE HOLDER COMPANY (ON BEHALF OF ITSELF, ITS SUBSIDIARIES ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTAGREEMENT, THE REGISTRATION STATEMENT, ANY PRELIMINARY PROSPECTUS AND THE PROSPECTUS.

Governing Law; Venue. This Warrant Voting Agreement and the Proxy shall be construed in accordance with, and governed in all respects by, the laws of the Commonwealth of Pennsylvania (without giving effect to principles of conflicts of laws). Any legal action or other legal proceeding relating to this Voting Agreement or the Proxy or the enforcement of any provision of this Voting Agreement or the Proxy may be brought or otherwise commenced in any state or federal court located in the County of New Castle, Delaware. Shareholder: (i) expressly and irrevocably consents and submits to the jurisdiction of each state and federal court located in the County of New Castle, Delaware (and each appellate court located in the State of Delaware), in connection with any such legal proceeding; (ii) agrees that service of any process, summons, notice or document by U.S. mail addressed to him at the address set forth in Section 8.2 shall constitute effective service of such process, summons, notice or document for purposes of any such legal proceeding; (iii) agrees that each state and federal court located in the County of New Castle, Delaware, shall be deemed to have been executed be a convenient forum; and delivered (iv) agrees not to assert (by way of motion, as a defense or otherwise), in New York and both this Warrant and any such legal proceeding commenced in any state or federal court located in the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State County of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees Castle, Delaware, any claim that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents Shareholder is not subject personally to the jurisdiction of Supreme Court such court, that such legal proceeding has been brought in an inconvenient forum, that the venue of such proceeding is improper or that this Voting Agreement or the State subject matter of New York, New York County, this Voting Agreement may not be enforced in or by such court. Nothing contained in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery this Section 8.8(b) shall be deemed in every respect effective service to limit or otherwise affect the right of process upon the Company, Parent to commence any legal proceeding or otherwise proceed against Shareholder in any such suit, action other forum or proceeding, and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceedingjurisdiction. SHAREHOLDER IRREVOCABLY WAIVES THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A JURY TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH ANY LEGAL PROCEEDING RELATING TO THIS WARRANT AND VOTING AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY PROXY OR THE ENFORCEMENT OF ANY PROVISION OF THIS WARRANTVOTING AGREEMENT OR THE PROXY.

Governing Law; Venue. This All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be deemed to have been executed governed by and delivered construed and enforced in New York and both this Warrant and accordance with the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York Countywithout regard to the principles of conflicts of law thereof. The Company and the Holder each agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether brought against the Company or the Holder or their respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the United States District Court for state and federal courts sitting in the Southern District City of New York. The Company and the Holder each hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, (b) waives any objection which it may have or hereafter to Borough of Manhattan for the venue adjudication of any such dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, and (c) irrevocably consents any claim that it is not personally subject to the jurisdiction of Supreme Court of the State of New Yorkany such court, New York County, or in the United States District Court for the Southern District of New York in any that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each of The Company and the Holder and the Company further agrees to accept and acknowledge each hereby irrevocably waives personal service of any process and all consents to process which may be being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in the Supreme Court of the State of New York, New York County, or in the United States District Court effect for the Southern District of New York notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery and notice thereof. Nothing contained herein shall be deemed in every respect effective service of process upon the Company, to limit in any such suit, action or proceeding, and service of way any right to serve process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suitother manner permitted by law. Notwithstanding the foregoing, action nothing in this paragraph shall limit or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTrestrict the federal district court in which a Holder may bring a claim under the federal securities laws.

Governing Law; Venue. This Warrant shall be deemed to have been executed All questions concerning the construction, validity, enforcement and delivered in New York and both interpretation of the this Warrant and the transactions contemplated hereby Agreement shall be governed as to validity, interpretation, construction, effect, by and construed and enforced in all other respects by accordance with the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York Countywithout regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the United States District Court for state and federal courts sitting in the Southern District City of New York. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (b) waives any objection which it may have or hereafter including with respect to the venue enforcement of this Agreement), and hereby irrevocably waives, and agrees not to assert in any such suit, action or proceeding, and (c) irrevocably consents any claim that it is not personally subject to the jurisdiction of Supreme Court of the State of New Yorkany such court, New York County, or in the United States District Court for the Southern District of New York in any that such suit, action or proceedingproceeding is improper. Each of the Holder and the Company further agrees to accept and acknowledge party hereto hereby irrevocably waives personal service of any process and all consents to process which may be being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in the Supreme Court of the State of New York, New York County, or in the United States District Court effect for the Southern District of New York notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery and notice thereof. Nothing contained herein shall be deemed in every respect effective service of process upon the Company, to limit in any such suit, action or proceeding, and service of way any right to serve process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suitmanner permitted by law. EACH PARTY HERETO (INCLUDING ITS AFFILIATES, action or proceeding. THE HOLDER (ON BEHALF OF ITSELFAGENTS, ITS SUBSIDIARIES ANDOFFICERS, DIRECTORS AND EMPLOYEES) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS ANY AND CREDITORS) HEREBY WAIVES ANY ALL RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH RELATING TO THIS WARRANT AND AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTHEREBY.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby shall be governed as to validityJurisdiction. THIS AGREEMENT AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT) THAT MAY BE BASED UPON, interpretationARISE OUT OF OR RELATE TO THIS AGREEMENT OR THE NEGOTIATION, constructionEXECUTION OR PERFORMANCE OF THIS AGREEMENT (INCLUDING ANY CLAIM OR CAUSE OF ACTION BASED UPON, effectARISING OUT OF OR RELATED TO ANY REPRESENTATION OR WARRANTY MADE IN OR IN CONNECTION WITH THIS AGREEMENT) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Each of the Holder and the Company: (a) party hereby agrees that any legal suitaction based upon, action or proceeding arising out of or relating to this Warrant and/or Agreement (including any action concerning the transactions contemplated hereby violation or threatened violation of this Agreement) shall be instituted exclusively heard and determined in any state or federal court sitting in the Supreme Court of Chancery of the State of Delaware (or, if the Chancery Court of the State of New YorkDelaware declines to accept jurisdiction over a particular matter, New York County, or in the United States District Court for the Southern District of New YorkDelaware), (b) waives any objection which it may have or hereafter and the parties hereto hereby irrevocably submit to the venue exclusive jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder and the Company further agrees In addition, each party consents to accept and acknowledge service of any and all process which may be being served in any such suitlawsuit, action or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such party at the address in the Supreme Court effect for notices hereunder, and agrees that such services shall constitute good and sufficient service of process and notice thereof. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of New York, New York County, or Delaware and shall have no effect for any purpose except as provided in the United States District Court for the Southern District of New York this SECTION 3.7 and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall not be deemed to confer rights on any Person other than the parties hereto. Nothing in every respect effective service of this SECTION 3.7 shall affect or limit any right to serve process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder mailed other manner permitted by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTlaw.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby Agreement shall be governed as to validity, interpretation, construction, effect, by and construed in all other respects by accordance with the laws of the State of New York applicable to agreements wholly performed within the borders of such state and Nevada without regard to the principles of conflicts of laws principals thereof (laws. Any action brought by either party against the other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or concerning the transactions contemplated by this Agreement, the Note, or any other agreement, certificate, instrument or document contemplated hereby shall be instituted exclusively brought only in the Supreme Court state courts of New York or in the State federal courts located in the state and county of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives . The parties to this Agreement hereby irrevocably waive any objection which it may have or hereafter to the jurisdiction and venue of any such suitaction instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, action or proceedingAND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and (c) costs. Each party hereby irrevocably waives personal service of process and consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be being served in any such suit, action or proceeding in connection with this Agreement, the Supreme Court of the State of New York, New York CountyNote, or any other agreement, certificate, instrument or document contemplated hereby or thereby by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in the United States District Court effect for the Southern District of New York notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery and notice thereof. Nothing contained herein shall be deemed in every respect effective service of process upon the Company, to limit in any such suit, action or proceeding, and service of way any right to serve process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTother manner permitted by law.

Governing Law; Venue. This Warrant shall be deemed to have been executed All questions concerning the construction, validity, enforcement and delivered in New York and both this Warrant and interpretation of the transactions contemplated hereby Transaction Documents shall be governed as to validity, interpretation, construction, effect, by and construed and enforced in all other respects by accordance with the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York Countywithout regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the United States District Court for state and federal courts sitting in the Southern District City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (b) waives any objection which it may have or hereafter including with respect to the venue enforcement of any such suit, action or proceedingof the Transaction Documents), and (c) hereby irrevocably consents waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suitcourt, action that such Action or proceedingProceeding is improper or is an inconvenient venue for such Proceeding. Each of the Holder and the Company further agrees to accept and acknowledge party hereby irrevocably waives personal service of any process and all consents to process which may be being served in any such suit, action Action or proceeding Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in the Supreme Court of the State of New York, New York County, or in the United States District Court effect for the Southern District of New York notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery and notice thereof. Nothing contained herein shall be deemed to limit in every respect effective service any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of process upon the CompanyTransaction Documents, then, in any such suit, action or proceeding, and service of process upon the Holder mailed by certified mail addition to the Holder’s address obligations of the Company under Section 4.8, the prevailing party in such Action or delivered by Federal Express via overnight delivery Proceeding shall be deemed in every respect effective service process upon reimbursed by the Holdernon-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, in any preparation and prosecution of such suit, action Action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTProceeding.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby Agreement shall be governed as to validity, interpretation, construction, effectby, and construed in all other respects by accordance with, the laws of the State of New York Delaware applicable to agreements wholly contracts executed in and to be performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)in that State. Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding All Actions arising out of or relating to this Warrant and/or the transactions contemplated hereby Agreement shall be instituted heard and determined exclusively in any Delaware Chancery Court, provided, however, that if jurisdiction is not then available in the Supreme Court of Delaware Chancery Court, then any such legal Action may be brought in any federal court located in the State of New YorkDelaware or any other Delaware state court. The parties hereto hereby (i) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, New York County, or and (ii) agree not to commence any Action relating thereto except in the United States District Court courts described above in Delaware, other than Actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising out of or relating to this Agreement or the Transactions, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for the Southern District of New Yorkany reason, (b) waives any objection which that it may have or hereafter to the venue its property is exempt or immune from jurisdiction of any such suitcourt or from any legal process commenced in such courts (whether through service of notice, action attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or proceeding, otherwise) and (c) irrevocably consents to that (i) the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York Action in any such suitcourt is brought in an inconvenient forum, action (ii) the venue of such Action is improper or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County(iii) this Agreement, or the subject matter hereof, may not be enforced in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed or by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTcourts.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby Agreement shall be governed as to validity, interpretation, construction, effect, by and construed in all other respects by accordance with the laws Laws of the State of New York applicable Delaware, without giving effect to agreements wholly performed within any choice of law or conflicting provision or rule (whether of the borders State of such state and without regard to Delaware or any other jurisdiction) that would cause the conflicts Laws of laws principals thereof (any jurisdiction other than Section 5-1401 the State of The New York General Obligations Law)Delaware to apply. Each of the Holder and the Company: (a) parties hereto irrevocably agrees that it may not bring any legal claim, suit, action or other proceeding in any jurisdiction other than the Delaware Chancery Court and any federal or state court sitting in the State of Delaware to which an appeal from the Delaware Chancery Court may be validly taken (or, if (and only if) the Delaware Chancery Court declines to accept jurisdiction over a particular matter, any state or federal court within the state of Delaware), and each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any such court in each case in any such claim, suit, action or proceeding arising out of or relating to this Warrant and/or Agreement and the transactions contemplated hereby shall be instituted exclusively hereby. Each of the parties agrees not to commence any claim, action, suit, proceeding or investigation relating thereto except in the Supreme Court courts in Delaware described above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any of the courts in Delaware as described above, and no party will file a motion to dismiss any action filed in a state or federal court in the State of New YorkDelaware, New York Countyon any jurisdictional or venue-related grounds, or in including the United States District Court for doctrine of forum non-conveniens. Upon the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue filing of any such suit, action or proceeding, each party hereto agrees and (c) irrevocably consents to accept from the jurisdiction other party hereto service of Supreme Court of the State of New Yorkprocess and all pleadings, New York Countymotions, or briefs and other related papers in the United States District Court for the Southern District of New York in any connection with such suit, action or proceeding. Each party hereto irrevocably agrees that venue would be proper in any of the Holder courts in Delaware described above, and irrevocably and unconditionally waives any objection that it may have now or hereafter to the Company further agrees to accept and acknowledge service laying of venue of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTcourts.

Governing Law; Venue. This Warrant Agreement is delivered in and shall be deemed to have been executed and delivered enforceable in New York and both this Warrant and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by accordance with the laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof Maryland (other than Section 5-1401 its conflict of The New York General Obligations Law). Each of the Holder laws principles) and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively construed in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceedingaccordance therewith. THE HOLDER (ON BEHALF COMPANY AND THE INVESTOR EACH SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ITSELFTHE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF MARYLAND, ITS SUBSIDIARIES ANDIN CONNECTION WITH ANY ACTION OR OTHER PROCEEDING RELATED TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY. THE COMPANY AND THE INVESTOR EACH IRREVOCABLY WAIVES AND AGREES NOT TO MAKE, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO A TRIAL BY JURY IN RESPECT THE JURISDICTION OF ANY SUCH COURT OR TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM BASED UPONTHAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. The Company and the Investor each hereby waives, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTto the fullest extent permitted by law, any right to stay or dismiss any action or proceeding under or in connection with this Agreement brought before the foregoing courts on the basis of (i) any claim that such party is not personally subject to the jurisdiction of the above-named courts for any reason, or that it or any of its property is immune from the above-described legal process, (ii) that such action or proceeding is brought in an inconvenient forum, that venue for the action or proceeding is improper or that this Agreement may not be enforced by such courts, or (iii) any other defense that would hinder the levy, execution or collection of any amount to which any party is entitled pursuant to any final judgment of any court having jurisdiction.

Governing Law; Venue. This Warrant shall be deemed THIS AGREEMENT, AND ALL MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, including (a) its negotiation, execution and validity and (b) any action or proceeding, whether at law or in equity, whether in contract, tort or otherwise (including any representation or warranty made in or in connection with this Agreement or as an inducement to have been executed and delivered in New York and both enter into this Warrant and Agreement), SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO any laws, rules or provisions of the State of Delaware that would cause the application of the laws, rules or provisions of any jurisdiction other than the State of Delaware. Any action or proceeding against any Party arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and brought exclusively in all other respects by the laws Court of Chancery of the State of New York applicable Delaware or, if, and only if, the Court of Chancery of the State of Delaware does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, if, and only if, the Superior Court of the State of Delaware does not have subject matter jurisdiction, the United States District Court for the District of Delaware, and each Party hereby irrevocably and unconditionally consents and submits to agreements wholly performed within the borders exclusive jurisdiction of such state courts in any such action or proceeding. Each Party irrevocably waives and without regard agrees not to raise any objection it might now or hereafter have that it is not subject personally to the conflicts jurisdiction of laws principals thereof (other than Section 5the above-1401 named courts, that any such action or proceeding is located is an inconvenient forum, that the venue of The New York General Obligations Law)the action or proceeding is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by the above-named courts. Each of the Holder and the Company: (a) Party agrees that such party will not bring any legal suit, action or proceeding arising out of or relating to this Warrant and/or Agreement or the transactions contemplated hereby shall be instituted exclusively in any court other than the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) above-named courts. Each Party irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York process being served by any Party in any such suit, action or proceeding. Each Proceeding by delivery of a copy thereof in accordance with the Holder and the Company further agrees to accept and acknowledge service provisions of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York Section ‎5.1 and agrees that service nothing in this Agreement will affect the right of any Party to serve process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder mailed other manner permitted by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTapplicable Legal Requirements.

Governing Law; Venue. This Warrant Agreement shall be deemed to have been executed governed, construed, interpreted and delivered enforced in New York and both this Warrant and accordance with the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the substantive laws of the State of New York applicable Delaware, without giving effect to agreements wholly performed within the borders any principles of such state and without regard to the conflicts of law, whether of the State of Delaware or any other jurisdiction, and where applicable, the laws principals thereof (of the United States, that would result in the application of the laws of any other than Section 5-1401 of The New York General Obligations Law)jurisdiction. Each of the Holder and the Company: (a) parties hereto agrees that any legal suit, action or proceeding with respect to this Agreement shall be brought exclusively in the Chancery Court of New Castle County, Delaware or the federal courts of the United States of America for the District of Delaware, unless the parties to any such action or dispute mutually agree to waive this provision. By execution and delivery of this Agreement, each of the parties hereto irrevocably consents to service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized express carrier or delivery service, to the applicable party at his, her or its address referred to herein. Each of the parties hereto irrevocably waives any objection which he, she or it may now or hereafter have to the laying of venue of any of the aforementioned actions or proceedings arising out of or relating in connection with this Agreement, or any related agreement, certificate or instrument referred to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively above, brought in the Supreme Court of the State of New Yorkcourts referred to above and hereby further irrevocably waives and agrees, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suitfullest extent permitted by applicable law, action not to plead or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York claim in any such suit, court that any such action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served proceeding brought in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, court has been brought in any such suit, action or proceeding, and service inconvenient forum. Nothing herein shall affect the right of any party to serve process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTother manner permitted by law.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by Agreement is a contract under the laws of the State of New York applicable and shall for all purposes be construed in accordance with and governed by the laws of said State without reference to agreements wholly performed within the borders of such state and without regard to the conflicts its conflict or choice of laws principals thereof principles (other than Section Sections 5-1401 and 5-1402 of The the New York General Obligations Law, which shall apply to this Agreement). Each The parties hereby irrevocably and unconditionally submit to the nonexclusive jurisdiction of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, York sitting in New York County, or in County and of the United States District Court for the Southern District of New York, (b) waives and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may have now or hereafter have to the laying of venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding arising out of or relating to this Agreement in the Supreme Court any court referred to above. Each of the State of New Yorkparties hereto hereby irrevocably waives, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, proceeding in any such suitcourt. EACH PARTY WAIVES HIS, action or proceeding, and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, HER OR ITS SUBSIDIARIES AND, RIGHT TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT OF TO ANY ACTION OR CLAIM BASED UPON, ARISING OUT OF OR ANY DISPUTE IN CONNECTION WITH THIS WARRANT AGREEMENT, AND CONSENTS TO THE TRANSACTIONS CONTEMPLATED GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THIS WARRANTTHE COURT.

Governing Law; Venue. This Warrant Agreement shall be deemed governed by and construed in accordance with the laws of the State of Delaware, without giving effect to have been executed any choice of law or conflict of law, provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Delaware. Each party hereto (a) irrevocably consents to the service of the summons and delivered complaint and any other process in New York any Action relating to the transactions contemplated by this Agreement, for and both on behalf of itself or any of its properties or assets, in accordance with this Warrant Section 5.5 or in such other manner as may be permitted by applicable Law, that such process may be served in the manner of giving notices in Section 5.1 and that nothing in this Section 5.5 shall affect the right of any party hereto to serve legal process in any other manner permitted by applicable Law, (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any Action to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware (the “Chancery Court”) (or, only if the Chancery Court declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any Order in respect thereof, (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (d) agrees that any Actions arising in connection with this Agreement or the transactions contemplated hereby shall be governed as brought, tried and determined only in the Chancery Court (or, only if the Chancery Court declines to validityaccept jurisdiction over a particular matter, interpretation, construction, effect, and in all other respects by the laws of any state or federal court within the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations LawDelaware). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (be) waives any objection which that it may have now or hereafter have to the venue of any such suit, action Action in any such court or proceedingthat such Action was brought in an inconvenient court and agrees not to plead or claim the same, and (cf) irrevocably consents agrees that it will not bring any Action relating to this Agreement or the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York transactions contemplated hereby in any such suit, action or proceedingcourt other than the aforesaid courts. Each of the Holder and the Company further party hereto agrees to accept and acknowledge service of any and all process which may be served that a final order in any such suit, action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the Supreme Court of the State of New York, New York County, order or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed any other manner provided by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTapplicable Law.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby Agreement shall be governed as to validity, interpretation, construction, effectby, and construed in all other respects by accordance with, the substantive laws of the State of New York applicable to agreements wholly performed within the borders of such state and Illinois without regard to the conflicts conflict of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)laws. Each of the Holder Jurisdiction and the Company: (a) agrees that venue with regard to any legal suit, action or proceeding arising out of or relating to suit in connection with this Warrant and/or the transactions contemplated hereby Agreement shall be instituted exclusively reside solely in the Supreme Court courts of the State of New York, New York Lake County, Illinois or in the United States District Court for the Southern Northern District of New YorkIllinois. In that context, and without limiting the generality of the foregoing, each of the parties hereto irrevocably and unconditionally (ba) waives submits in any objection which it may have proceeding relating to this Agreement or hereafter for the recognition and enforcement of any judgment in respect thereof (a “Proceeding”), to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the exclusive jurisdiction of Supreme Court the courts of the State of New York, New York Lake County, or in Illinois, the United States District Court for the Southern Northern District of New York Illinois, and appellate courts having jurisdiction of appeals from any of the foregoing and agrees that all claims in respect of any such Proceeding shall be heard and determined in such Illinois state court or, to the extent permitted by law, in such federal court, (b) consents that any such Proceeding may and shall be brought in such courts and waives any objection that Xx. Xxxxxx or PCA may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such suitcourt or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same, action or proceeding(c) WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF THIS AGREEMENT, OR XX. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suitXXXXXX’X OR PCA’S PERFORMANCE UNDER, action or proceeding in the Supreme Court of the State of New YorkOR THE ENFORCEMENT OF, New York CountyTHIS AGREEMENT, or in the United States District Court for the Southern District of New York and (d) agrees that service of process upon the Company mailed in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Companysuch party at Xx. Xxxxxx’x or PCA’s address or delivered by Federal Express via overnight delivery as provided in Section 13 hereof, and (e) agrees that nothing in this Agreement shall be deemed in every respect effective affect the right to effect service of process upon the Company, in any such suit, action or proceeding, and service other manner permitted by the laws of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery State of Illinois. Each party shall be deemed responsible for its own legal fees incurred in every respect effective service process upon the Holder, in connection with any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTdispute hereunder.

Governing Law; Venue. This Warrant shall Agreement, and all actions and causes of action (whether in contract or in tort or otherwise, or whether at law (including at common law or by statute) or in equity), that may be deemed to have been executed and delivered in New York and both based on this Warrant and Agreement, arise out of this Agreement or relate hereto or the transactions contemplated hereby negotiation, execution, performance or subject matter hereof, shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws Laws of the State of New York Delaware applicable to agreements wholly made and to be performed within the borders solely therein, without giving effect to principles of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 law. For any Action or cause of The New York General Obligations Law). Each action that may be based on this Agreement, arise out of this Agreement or relate hereto or the Holder and the Company: negotiation, execution, performance or subject matter hereof, each Party hereto (a) agrees that any legal suitirrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, action or proceeding arising out to the extent such court does not have subject matter jurisdiction, the U.S. District Court for the District of or relating Delaware or, to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in extent such court does not have subject matter jurisdiction, the Supreme Superior Court of the State of New York, New York County, or in the United States District Court for the Southern District of New YorkDelaware, (b) agrees that all such Actions and causes of action shall be heard and determined exclusively under the foregoing clause (a), (c) waives any objection which it may have or hereafter to the laying venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suitActions or cause of action in such courts, action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of (d) waives any and all process which may be served in objection that any such suit, action court is an inconvenient forum or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York does not have jurisdiction over any Party hereto and (e) agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, such Party in any such suit, Action or cause of action or proceeding, and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service if such process upon the Holderis given as a notice under Section 5.1. EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR CAUSE OF ACTION THAT MAY BE BASED ON THIS AGREEMENT, in any such suitARISE OUT OF THIS AGREEMENT OR RELATE HERETO OR THE NEGOTIATION, action or proceedingEXECUTION, PERFORMANCE OR SUBJECT MATTER HEREOF. THE HOLDER (ON BEHALF OF ITSELFEACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT HOLDER SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY HERETO WOULD NOT, IN CONNECTION WITH THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS WARRANT AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND THE TRANSACTIONS CONTEMPLATED BY CERTIFICATIONS IN THIS WARRANTSECTION 5.6.

Governing Law; Venue. This Warrant Agreement shall be deemed to have been executed and delivered in New York and both this Warrant Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts of laws principals principles thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder Dealer-Manager and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder Dealer-Manager and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder underwriters mailed by certified mail to the HolderDealer-Manager’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the HolderDealer-Manager, in any such suit, action or proceeding. THE HOLDER COMPANY (ON BEHALF OF ITSELF, ITS SUBSIDIARIES ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTAGREEMENT, THE REGISTRATION STATEMENT, ANY PRELIMINARY PROSPECTUS AND THE PROSPECTUS.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby shall Agreement will be governed as to validity, interpretation, construction, effect, by and construed in all other respects by accordance with the laws of the State of New York applicable to agreements wholly performed within the borders of such state and Delaware without regard to its rules of conflict of laws. Company, Parent and the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each Stockholder hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the Holder Delaware Court of Chancery or, if the Delaware Court of Chancery does not have subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if jurisdiction is vested exclusively in the federal courts, the United States District Court for the district of Delaware, and appellate courts therefrom, (collectively, the Company: (a“Delaware Courts”) agrees that for any legal suit, action or proceeding litigation arising out of or relating to this Warrant and/or Agreement and the transactions contemplated hereby shall be instituted exclusively (and agrees not to commence any litigation relating thereto except in the Supreme Court of the State of New Yorksuch courts), New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the laying of venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or litigation in the United States District Court for the Southern District of New York Delaware Courts and agrees not to plead or claim in any Delaware Court that such suit, action or proceedinglitigation brought therein has been brought in any inconvenient forum. Each of the Holder and parties hereto agrees (a) to the Company further agrees extent such party is not otherwise subject to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New YorkDelaware, New York County, or to appoint and maintain an agent in the United States District Court State of Delaware as such party’s agent for the Southern District acceptance of New York legal process and agrees (b) that service of process upon the Company mailed may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above will have the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service same legal force and effect as if served upon such party personally within the State of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceedingDelaware. EACH OF THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH RELATED TO THIS WARRANT AND AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTAGREEMENT.

Governing Law; Venue. This Warrant Agreement shall be deemed to have been executed construed in accordance with, and delivered governed in all respects by, the internal laws of the State of New York and both this Warrant and (excluding any rule of law that would cause the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all application of the laws of any jurisdiction other respects by than the laws of the State of New York). Any Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby may be brought in the New York applicable State court, or federal court of the United States of America sitting in the State of New York), and, in each case, appellate courts therefrom, and each of the parties irrevocably submits to agreements wholly performed within the borders exclusive jurisdiction of each such court in any such Action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of such state Action shall be heard and without regard determined only in any such court, and agrees not to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that bring any legal suit, action or proceeding Action arising out of or relating to this Warrant and/or Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be instituted exclusively deemed to affect the right of any party to serve process in any manner permitted by law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 6.3. Each party hereto hereby waives, to the Supreme Court of the State of New Yorkfullest extent permitted by applicable law, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which right it may have or hereafter to the venue a trial by jury in respect of any Action arising out of this Agreement or the transactions contemplated hereby. Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such suitparty would not, action or proceedingin the event of any Action, seek to enforce the foregoing waiver and (cii) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder acknowledges that it and the Company further agrees other parties hereto have been induced to accept enter into this Agreement by, among other things, the mutual waiver and acknowledge service of any and all process which may be served certifications in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTthis Section 6.3.

Governing Law; Venue. This Warrant Agreement shall be deemed to have been executed construed and delivered enforced in New York accordance with, and both all questions concerning the construction, validity, interpretation and performance of this Warrant and the transactions contemplated hereby Agreement shall be governed as to validityby, interpretation, construction, effect, and in all other respects by the internal laws of the State of New York applicable Delaware, without giving effect to agreements wholly performed within any choice of law or conflict of law provision or rule (whether of the borders State of such state and without regard to Delaware or any other jurisdictions) that would cause the conflicts application of the laws principals thereof (of any jurisdictions other than Section 5-1401 the State of The New York General Obligations Law)Delaware. Each of Any action brought by the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or Company concerning the transactions contemplated by this Agreement or any other agreement, certificate, instrument or document contemplated hereby shall be instituted exclusively brought only in the Supreme Court of a state or federal court located in the State of New YorkDelaware. Any action brought by the Buyer concerning the transactions contemplated by this Agreement or any other agreement, New York Countycertificate, instrument or document contemplated hereby shall be brought only in a state or federal court located in the State of Delaware. Notwithstanding anything in the foregoing to the contrary, nothing herein shall limit, or shall be deemed or construed to limit, the ability of the Buyer to realize on any collateral or any other security, or to enforce a judgment or other court ruling in favor of the United States District Court for the Southern District Buyer, including through a legal action in any court of New Yorkcompetent jurisdiction. The Company hereby irrevocably waives, (b) waives and agrees not to assert in any objection which it may have or hereafter to the venue of any such suit, action or proceeding, any objection to jurisdiction and (c) irrevocably consents venue of any action instituted hereunder, any claim that it is not personally subject to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suitcourt, action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served in any claim that such suit, action or proceeding is brought in an inconvenient forum or that the Supreme Court venue of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceedingproceeding is improper (including but not limited to based upon forum non conveniens). THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, and AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY. The Company irrevocably waives personal service of process upon the Holder mailed by certified mail and consents to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, being served in any such suit, action or proceedingproceeding in connection with this Agreement or any other agreement, certificate, instrument or document contemplated hereby or thereby by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to Company at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. THE HOLDER (ON BEHALF OF ITSELFNothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. The prevailing party in any action or dispute brought in connection with this Agreement or any other agreement, ITS SUBSIDIARIES ANDcertificate, TO THE FULLEST EXTENT PERMITTED BY LAWinstrument or document contemplated hereby or thereby shall be entitled to recover from the other party its reasonable attorney’s fees and costs. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTsuch invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

Governing Law; Venue. This Warrant shall be deemed to have been executed All questions concerning the construction, validity, enforcement and delivered in New York and both this Warrant and interpretation of the transactions contemplated hereby Agreement shall be governed as to validity, interpretation, construction, effect, by and construed and enforced in all other respects by accordance with the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and Delaware, without regard to the principles of conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)law thereof. Each of the Holder and the Company: (a) party agrees that any all legal suitproceedings concerning the interpretations, action or proceeding arising out enforcement and defense of or relating to this Warrant and/or the transactions contemplated hereby by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, stockholders, partners, members, employees or agents) shall be instituted commenced exclusively in the Supreme Delaware Chancery Court, or, if the Delaware Chancery Court does not have subject matter jurisdiction, the Superior Court of the State of New York, New York CountyDelaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or in if the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Superior Court of the State of New YorkDelaware does not have jurisdiction, New York County, or in any federal court of the United States District Court of America sitting in the State of Delaware) (“Delaware Courts”). Each party hereby irrevocably submits to the exclusive jurisdiction of the Delaware Courts for the Southern District adjudication of New York any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to any claim or cause of action based upon, arising out of or related to the Agreement), and hereby irrevocably waives, and agrees not to assert in any proceeding, any claim that it is not personally subject to the jurisdiction of any such suitcourt, action that such proceeding is improper or is an inconvenient venue for such proceeding. Each of the Holder and the Company further agrees to accept and acknowledge party hereby irrevocably waives personal service of any process and all consents to process which may be being served in any such suit, action proceeding by mailing a copy thereof via registered or proceeding certified mail or overnight delivery (with evidence of delivery) to such party at the address in the Supreme Court of the State of New York, New York County, or in the United States District Court effect for the Southern District of New York notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery and notice thereof. Nothing contained herein shall be deemed in every respect effective service of process upon the Company, to limit in any way any right to serve process in any other manner permitted by law. If any party hereto shall commence a proceeding to enforce any provisions of the Agreement, then, the prevailing party in such suit, action or proceeding, and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery proceeding shall be deemed in every respect effective service process upon reimbursed by the Holdernon-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, in any preparation and prosecution of such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT.

Governing Law; Venue. This Warrant Agreement shall be deemed governed by and construed in accordance with the laws of the State of Delaware, without giving effect to have been executed any choice of law or conflict of law, provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Delaware. Each party hereto (a) irrevocably consents to the service of the summons and delivered complaint and any other process in New York any action or proceeding relating to the transactions contemplated by this Agreement, for and both on behalf of itself or any of its properties or assets, in accordance with this Warrant Section 5.6 or in such other manner as may be permitted by applicable law, that such process may be served in the manner of giving notices in Section 5.1 and that nothing in this Section 5.6 shall affect the right of any party to serve legal process in any other manner permitted by applicable law, (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive general jurisdiction of the Court of Chancery of the State of Delaware (the “Chancery Court”) and any state appellate court therefrom located within the State of Delaware (or, only if the Chancery Court declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any order in respect thereof, (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be governed as to validitybrought, interpretation, construction, effect, tried and determined only in all other respects by the laws of Chancery Court and any state appellate court therefrom located within the State of New York applicable Delaware (or, only if the Chancery Court declines to agreements wholly performed accept jurisdiction over a particular matter, any state or federal court within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New YorkDelaware), (be) waives any objection which that it may have now or hereafter have to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the Supreme Court of same, and (f) agrees that it will not bring any action or proceeding relating to this Agreement or the State of New York, New York County, transactions contemplated hereby in any court other than the aforesaid courts. Each party hereto agrees that a final order in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the order or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed any other manner provided by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTapplicable law.

Governing Law; Venue. This Warrant Note is delivered in and shall be deemed to have been executed and delivered enforceable in New York and both this Warrant and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by accordance with the laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof Maryland (other than Section 5-1401 its conflict of The New York General Obligations Law). Each of the Holder laws principles) and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively construed in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceedingaccordance therewith. THE HOLDER (ON BEHALF BORROWER SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ITSELFTHE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF MARYLAND, ITS SUBSIDIARIES ANDIN CONNECTION WITH ANY ACTION OR OTHER PROCEEDING RELATED TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY. THE BORROWER IRREVOCABLY WAIVES AND AGREES NOT TO MAKE, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO A TRIAL BY JURY IN RESPECT THE JURISDICTION OF ANY SUCH COURT OR TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM BASED UPONTHAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. The Borrower hereby waives, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTto the fullest extent permitted by law, any right to stay or dismiss any action or proceeding under or in connection with this Note brought before the foregoing courts on the basis of (i) any claim that such party is not personally subject to the jurisdiction of the above-named courts for any reason, or that it or any of its property is immune from the above-described legal process, (ii) that such action or proceeding is brought in an inconvenient forum, that venue for the action or proceeding is improper or that this Note may not be enforced by such courts, or (iii) any other defense that would hinder the levy, execution or collection of any amount to which any party is entitled pursuant to any final judgment of any court having jurisdiction.

Governing Law; Venue. This Warrant shall placement agent agreement will be deemed to have been executed made and delivered in the State of New York York, USA, and both the binding provisions of this Warrant placement agent agreement and the transactions contemplated hereby shall will be governed as to validity, interpretation, construction, effect, effect and in all other respects by the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts conflict of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)principles thereof. Each of the Holder Aegis and the Company: (ai) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant placement agent agreement and/or the transactions contemplated hereby shall will be instituted exclusively in the Supreme Court of courts located in the State City of New York, New York County, or in the United States District Court for the Southern District County of New York, State of New York (bii) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (ciii) irrevocably consents to the jurisdiction of Supreme Court the courts located in the City of the New York, County of New York and State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder Aegis and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York such courts and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall will be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder Aegis mailed by certified mail to the HolderAegis’s address or delivered by Federal Express via overnight delivery shall will be deemed in every respect effective service process upon the HolderAegis, in any such suit, action or proceeding. THE HOLDER Notwithstanding any provision of this placement agent agreement to the contrary, the Company agrees that neither Aegis nor its affiliates, and the respective officers, directors, employees, agents and representatives of Aegis, its affiliates and each other person, if any, controlling Aegis or any of its affiliates, will have any liability (ON BEHALF OF ITSELFwhether direct or indirect, ITS SUBSIDIARIES ANDin contract or tort or otherwise) to the Company for or in connection with the engagement and transaction described herein except for any such liability for losses, TO THE FULLEST EXTENT PERMITTED BY LAWclaims, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTdamages or liabilities incurred by the Company that are finally judicially determined to have resulted from the bad faith or gross negligence of such individuals or entities. Aegis will act under this placement agent agreement as an independent contractor with duties to the Company.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby Agreement shall be governed as to validity, interpretation, construction, effectby, and construed in all other respects by accordance with, the laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the principles of conflicts of laws principals thereof (other than law that would result in the application of the substantive law of another jurisdiction. Subject to Section 5-1401 13, each party hereby irrevocably submits to the exclusive jurisdiction of The any state or federal court located in New York General Obligations Law). Each of the Holder and the Company: County, New York (a) agrees that or, if any legal suitcourt in state or federal court located any court in New York County, action New York declines to accept jurisdiction over a particular matter, any state or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of federal court located within the State of New York), New York Countyover all claims or causes of action (whether in contract or tort, in law or in equity, or granted by statute or otherwise) that may be based upon, arise out of or relate to this Agreement and any other document or instrument delivered pursuant to this Agreement, or the negotiation, execution, termination, validity, interpretation, construction, enforcement, performance or nonperformance of this Agreement or otherwise arising from the transactions contemplated hereby or the relationship among the parties (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with, or as an inducement to enter into, this Agreement) (collectively, “Related Claims”), and each party hereby irrevocably agrees that all Related Claims may be heard and determined in such courts. Each party hereby irrevocably and unconditionally waives, to the United States District Court for the Southern District of New Yorkfullest extent permitted by applicable Law, (b) waives any objection which it may have now or hereafter have to the laying of venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York Related Claim brought in any such suit, action court or proceedingany defense of inconvenient forum for the maintenance of such dispute. Each of the Holder and the Company further party agrees to accept and acknowledge service of any and all process which may be served that a judgment in any such suit, action or proceeding dispute may be enforced in other jurisdictions by suit on the Supreme Court of the State of New York, New York County, judgment or in any other manner provided by law. Each party hereby consents to process being served by any other party in any Related Claim by the United States District Court for delivery of a copy thereof in accordance with the Southern District provisions of New York and agrees Section 14 (other than by email) along with a notification that service of process upon is being served in conformance with this Section 24. Nothing in this Agreement will affect the Company mailed by certified mail right of any party to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of serve process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder mailed other manner permitted by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTlaw.

Governing Law; Venue. This Warrant Agreement shall be deemed to have been executed construed and delivered enforced in New York accordance with, and both all questions concerning the construction, validity, interpretation and performance of this Warrant and the transactions contemplated hereby Agreement shall be governed as to validityby, interpretation, construction, effect, and in all other respects by the internal laws of the State of New York applicable Nevada, without giving effect to agreements wholly performed within any choice of law or conflict of law provision or rule (whether of the borders State of such state and without regard to Nevada or any other jurisdictions) that would cause the conflicts application of the laws principals thereof (of any jurisdictions other than Section 5-1401 the State of The New York General Obligations Law)Nevada. Each of Any action brought by the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or Company concerning the transactions contemplated by this Agreement or any other agreement, certificate, instrument or document contemplated hereby shall be instituted exclusively brought only in the Supreme Court of a state or federal court located in the State of New YorkDelaware. Any action brought by the Buyer concerning the transactions contemplated by this Agreement or any other agreement, New York Countycertificate, instrument or document contemplated hereby shall be brought only in either (a) a state or federal court located in the State of Delaware, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have a state or hereafter federal court located in the Commonwealth of Massachusetts. Notwithstanding anything in the foregoing to the venue contrary, nothing herein shall limit, or shall be deemed or construed to limit, the ability of the Buyer to realize on any such collateral or any other security, or to enforce a judgment or other court ruling in favor of the Buyer, including through a legal action in any court of competent jurisdiction. The Company hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any objection to jurisdiction and (c) irrevocably consents venue of any action instituted hereunder, any claim that it is not personally subject to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suitcourt, action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served in any claim that such suit, action or proceeding is brought in an inconvenient forum or that the Supreme Court venue of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceedingproceeding is improper (including but not limited to based upon forum non conveniens). THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, and AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY. The Company irrevocably waives personal service of process upon the Holder mailed by certified mail and consents to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, being served in any such suit, action or proceedingproceeding in connection with this Agreement or any other agreement, certificate, instrument or document contemplated hereby or thereby by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to Company at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. THE HOLDER (ON BEHALF OF ITSELFNothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. The prevailing party in any action or dispute brought in connection with this Agreement or any other agreement, ITS SUBSIDIARIES ANDcertificate, TO THE FULLEST EXTENT PERMITTED BY LAWinstrument or document contemplated hereby or thereby shall be entitled to recover from the other party its reasonable attorney’s fees and costs. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTsuch invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby shall be governed as to validityTHIS AGREEMENT (AND ANY CLAIMS OR CAUSE OF ACTION ARISING UNDER, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AGREEMENT, WHETHER IN CONTRACT, TORT OR STATUTE) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE TRANSACTIONS LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. The Parties hereby irrevocably submit to the exclusive jurisdiction of the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, then any federal court of the United States of America sitting in the State of Delaware) solely in respect of the interpretation and enforcement of the provisions of this Agreement, and irrevocably agree that all claims in respect of the interpretation and enforcement of the provisions of this Agreement, or with respect to any action or proceeding hereunder, shall be heard and determined in such courts, and that such jurisdiction of such courts with respect thereto shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Each Party hereby waives and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof, that it is not subject to such jurisdiction. Each Party hereby waives and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof, that such action, suit or proceeding may not be brought or is not maintainable in such courts, that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts. The Parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any such dispute. THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) BROUGHT BY EITHER OF THEM AGAINST THE OTHER IN ANY MATTERS ARISING OUT OF OR IN ANY WAY CONNECTED WITH OR CONTEMPLATED BY THIS WARRANTAGREEMENT.

Governing Law; Venue. This Warrant Agreement shall be deemed to have been executed and delivered in New York Connecticut and both this Warrant Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and Connecticut, without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)thereof. Each of the Holder Dealer-Manager and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of state or Federal courts in the State of New York, New York Connecticut located in Fairfield County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court state or Federal courts of the State of New York, New York County, or Connecticut located in the United States District Court for the Southern District of New York Fairfield County in any such suit, action or proceeding. Each of the Holder Dealer-Manager and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court state or Federal courts of the State of New York, New York County, or Connecticut located in the United States District Court for the Southern District of New York Fairfield County and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder underwriters mailed by certified mail to the HolderDealer-Manager’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the HolderDealer-Manager, in any such suit, action or proceeding. THE HOLDER COMPANY (ON BEHALF OF ITSELF, ITS SUBSIDIARIES ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTAGREEMENT, THE REGISTRATION STATEMENT, ANY PRELIMINARY PROSPECTUS AND THE PROSPECTUS.

Governing Law; Venue. This Warrant shall be deemed The validity, construction, and performance of this Agreement, and any action arising out of or relating to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby Agreement shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and Delaware without regard to the conflicts laws of laws principals thereof (other than Section 5-1401 such state as to choice or conflict of The New York General Obligations Law)laws. Each of the Holder and the Company: party (a) agrees that hereby irrevocably submits to the exclusive jurisdiction of the courts located in Delaware, for the purpose of any legal suit, action or proceeding arising out of or relating to based upon this Warrant and/or Agreement or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, subject matter hereof and (b) hereby waives any objection which it may have and agrees not to assert, by way of motion, as a defense, or hereafter to the venue of otherwise, in any such suitaction, action or proceeding, and (c) irrevocably consents any claim that it is not subject personally to the jurisdiction of Supreme Court the above-named courts, that the action is brought in an inconvenient forum or that the venue of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceedingis improper. Each of the Holder and the Company further agrees party hereby consents to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon by mail at the Company mailed by certified mail address to the Company’s address or delivered by Federal Express via overnight delivery shall which notices are to be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceedinggiven. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES ANDPARTIES TO THIS AGREEMENT EACH HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. THE PARTIES TO THIS AGREEMENT EACH HEREBY AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS WARRANTAGREEMENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby Agreement shall be governed as to validity, interpretation, construction, effect, by and construed in all other respects by accordance with the laws of the State of New York applicable to agreements wholly performed within the borders of such state and Delaware without regard to its rules of conflict of laws. Parent and each Stockholder hereby irrevocably and unconditionally consents to submit, for itself and its property, to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each exclusive jurisdiction of the Holder Court of Chancery of the State of Delaware (the “Chancery Court”), or if the Chancery Court lacks subject matter jurisdiction of the action or proceeding, then the Federal court of the United States of America located in the State of Delaware, and appellate courts therefrom, (collectively, the Company: (a“Delaware Courts”) agrees that for any legal suit, action or proceeding arising out of or relating to this Warrant and/or Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereto hereby irrevocably and unconditionally (i) agrees not to commence any action or proceeding relating thereto except in such courts, (ii) that any claim in respect of any such action or proceeding may be heard and determined in such court, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in the Delaware Courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any Delaware Court. Each of the parties hereto agrees that a final judgment in any such action or proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties hereto agrees (a) to the extent such party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such party’s agent for acceptance of legal process and (b) that notice or the service of process in any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted exclusively properly served or delivered if delivered in the Supreme Court of manner contemplated by Section 4.1 or in any other manner permitted by applicable Law. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if served upon such party personally within the State of New YorkDelaware. EACH OF THE PARTIES HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES ANDAND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS ANY AND CREDITORS) HEREBY WAIVES ANY ALL RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION WITH THIS WARRANT AND HEREWITH OR THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTHEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.5.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered Agreement is governed in New York and both this Warrant and the transactions contemplated hereby shall be governed all respects, including as to validity, interpretation, construction, interpretation and effect, and in all other respects by the laws of the State of New York applicable York, without giving effect to agreements wholly performed within the borders its principles or rules of such state and without regard conflict of laws, to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each extent such principles are not mandatorily applicable by statute and would permit or require the application of the Holder and laws of another jurisdiction. The Parties hereby irrevocably submit to the Company: (a) agrees that any legal suit, action or proceeding arising out exclusive jurisdiction of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court Courts of the State of New York, York sitting in New York County, or in County and the United States District Court for of the Southern District of New York, (b) waives and any objection which it may have appellate court from any thereof solely in respect of the interpretation and enforcement of the provisions of this Agreement, and irrevocably agree that all claims in respect of the interpretation and enforcement of the provisions of this Agreement, or hereafter with respect to the venue of any such suit, action or proceedingproceeding hereunder, shall be heard and (c) irrevocably consents to determined in any of the jurisdiction of Supreme Court courts of the State of New York, York sitting in New York County, or in County and the United States District Court for of the Southern District of New York York, and that such jurisdiction of such courts with respect thereto shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Each Party hereby waives and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof, that it is not subject to such suit, action or proceedingjurisdiction. Each Party hereby waives and agrees not to assert, to the maximum extent permitted by law, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof, that such action, suit or proceeding may not be brought or is not maintainable in such courts, that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts. The Parties hereby consent to and grant any such court jurisdiction over the person of such parties and over the Holder and the Company further agrees to accept and acknowledge service subject matter of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceedingdispute. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS PARTIES HEREBY IRREVOCABLY AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A UNCONDITIONALLY WAIVE TRIAL BY JURY IN RESPECT ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) BROUGHT BY EITHER OF THEM AGAINST THE OTHER IN ANY CLAIM BASED UPON, MATTERS ARISING OUT OF OR IN CONNECTION ANY WAY CONNECTED WITH THIS WARRANT AND THE TRANSACTIONS OR CONTEMPLATED BY THIS WARRANTAGREEMENT.

Governing Law; Venue. This Warrant shall be deemed to have been executed All terms of and delivered in New York and both rights under this Warrant and the transactions contemplated hereby Agreement shall be governed as to validity, interpretation, construction, effect, by and construed in all other respects by accordance with the laws of the State of New York applicable Delaware, without giving effect to agreements wholly performed within the borders principles of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)law. Each of the Holder and the Company: (a) agrees that any Any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby Agreement brought by any party against any other party shall be instituted exclusively brought and determined in the Supreme Court of Chancery of the State of New YorkDelaware; provided, New York Countyhowever, or that if subject matter jurisdiction is not then available in the United States District Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court. Each of the parties hereto hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the Southern District transactions contemplated hereby. No party shall commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of New Yorkcompetent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereto hereby irrevocably and unconditionally waives, and no party shall assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) waives any objection which that it may have or hereafter to the venue 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 notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York proceeding in any such suitcourt is brought in an inconvenient forum, action or proceeding. Each (ii) the venue of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York Countyis improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed or by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTcourts.

Governing Law; Venue. This Warrant Agreement shall be deemed to have been executed and delivered in New York and both this Warrant Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts of laws principals principles thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder Source and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder Source and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder underwriters mailed by certified mail to the HolderSource’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the HolderSource, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby Agreement shall be governed as to validity, interpretation, construction, effect, by and construed in all other respects by accordance with the laws law of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)York. Each of the Holder Aegis and the Company: Company (ai) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement and/or the transactions contemplated hereby shall will be instituted exclusively in the Supreme Court courts of the State of New York, York located in the City and County of New York County, or in the United States District Court for the Southern District of New York, York (bii) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (ciii) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York such courts in any such suit, action or proceeding. Each of the Holder Aegis and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York such courts and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall will be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder Aegis mailed by certified mail to the HolderAegis’s address or delivered by Federal Express via overnight delivery shall will be deemed in every respect effective service process upon the HolderAegis, in any such suit, action or proceeding. THE HOLDER Notwithstanding any provision of this Agreement to the contrary, the Company agrees that neither Aegis nor its affiliates, and the respective officers, directors, employees, agents and representatives of Aegis, its affiliates and each other person, if any, controlling Aegis or any of its affiliates, will have any liability (ON BEHALF OF ITSELFwhether direct or indirect, ITS SUBSIDIARIES ANDin contract or tort or otherwise) to the Company for or in connection with the engagement and transaction described herein except for any such liability for losses, TO THE FULLEST EXTENT PERMITTED BY LAWclaims, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTdamages or liabilities incurred by the Company that are finally judicially determined to have resulted from the bad faith or gross negligence of such individuals or entities. Aegis will act under this Agreement as an independent contractor with duties to the Company.

Governing Law; Venue. This Warrant shall engagement letter will be deemed to have been executed made and delivered in the State of New York York, USA, and both the binding provisions of this Warrant engagement letter and the transactions contemplated hereby shall will be governed as to validity, interpretation, construction, effect, effect and in all other respects by the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts conflict of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)principles thereof. Each of the Holder Aegis and the Company: (ai) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant engagement letter and/or the transactions contemplated hereby shall will be instituted exclusively in the Supreme Court of courts located in the State City of New York, New York County, or in the United States District Court for the Southern District County of New York, State of New York (bii) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (ciii) irrevocably consents to the jurisdiction of Supreme Court the courts located in the City of the New York, County of New York and State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder Aegis and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York such courts and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall will be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder Aegis mailed by certified mail to the HolderAegis’s address or delivered by Federal Express via overnight delivery shall will be deemed in every respect effective service process upon the HolderAegis, in any such suit, action or proceeding. THE HOLDER Notwithstanding any provision of this engagement letter to the contrary, the Company agrees that neither Aegis nor its affiliates, and the respective officers, directors, employees, agents and representatives of Aegis, its affiliates and each other person, if any, controlling Aegis or any of its affiliates, will have any liability (ON BEHALF OF ITSELFwhether direct or indirect, ITS SUBSIDIARIES ANDin contract or tort or otherwise) to the Company for or in connection with the engagement and transaction described herein except for any such liability for losses, TO THE FULLEST EXTENT PERMITTED BY LAWclaims, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS damages or liabilities incurred by the Company that are finally judicially determined to have resulted from the bad faith or gross negligence of such individuals or entities. Aegis will act under this engagement letter as an independent contractor with duties to the Company. If you are in agreement with the foregoing, please sign and return to us one copy of this engagement letter. This engagement letter may be executed in counterparts (including facsimile or .pdf counterparts), each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Very truly yours, Aegis Capital Corp. By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Chief Executive Officer AGREED AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT.ACCEPTED: The foregoing accurately sets forth our understanding and agreement with respect to the matters set forth herein. SciSparc Ltd. By: /s/ Xx Xxxxx Name: Xx Xxxxx Title: Chief Executive Officer [Signature Page of SPRC Private Placement Letter of Engagement]

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby Agreement shall be governed as to validity, interpretation, construction, effect, by and construed in all other respects by accordance with the laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the principles of conflicts of laws principals thereof (laws. Any action brought by either party against the other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or concerning the transactions contemplated by this Agreement, the Note, or any other agreement, certificate, instrument or document contemplated hereby shall be instituted exclusively brought only in the Supreme Court state courts of New York or in the State federal courts located in the state and county of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives . The parties to this Agreement hereby irrevocably waive any objection which it may have or hereafter to the jurisdiction and venue of any such suitaction instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, action or proceedingAND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and (c) costs. Each party hereby irrevocably waives personal service of process and consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be being served in any such suit, action or proceeding in connection with this Agreement, the Supreme Court of the State of New York, New York CountyNote, or any other agreement, certificate, instrument or document contemplated hereby or thereby by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in the United States District Court effect for the Southern District of New York notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery and notice thereof. Nothing contained herein shall be deemed in every respect effective service of process upon the Company, to limit in any such suit, action or proceeding, and service of way any right to serve process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTother manner permitted by law.

Governing Law; Venue. This Warrant shall Solicitation Agreement will be deemed to have been executed made and delivered in New York the State of Florida and both the binding provisions of this Warrant Solicitation Agreement and the transactions contemplated hereby shall and by the Warrant Solicitation Agreement will be governed as to validity, interpretation, construction, effect, effect and in all other respects by the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and Florida, without regard to the conflicts conflict of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)principles thereof. Each of the Holder Dxxxxx and the Company: (ai) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Solicitation Agreement and/or the transactions contemplated hereby shall will be instituted exclusively in the Supreme Court of courts located in the State of New York, New York Palm Beach County, or in the United States District Court for the Southern District of New York, Florida (bii) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (ciii) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York courts located in Palm Beach County, or in the United States District Court for the Southern District of New York Florida in any such suit, action or proceeding. Each of the Holder Dxxxxx and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York such courts and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall will be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder Dxxxxx mailed by certified mail to the Holder’s Dxxxxx’x address or delivered by Federal Express via overnight delivery shall will be deemed in every respect effective service process upon the HolderDxxxxx, in any such suit, action or proceeding. THE HOLDER Notwithstanding any provision of this Warrant Solicitation Agreement to the contrary, the Company agrees that neither Dxxxxx nor its affiliates, and the respective officers, directors, employees, agents and representatives of Dxxxxx, its affiliates and each other person, if any, controlling Dxxxxx or any of its affiliates, will have any liability (ON BEHALF OF ITSELFwhether direct or indirect, ITS SUBSIDIARIES ANDin contract or tort or otherwise) to the Company for or in connection with the engagement and transaction described herein except for any such liability for losses, TO THE FULLEST EXTENT PERMITTED BY LAWclaims, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPONdamages or liabilities incurred by the Company that are finally judicially determined to have resulted from the bad faith or gross negligence of such individuals or entities. Dxxxxx will act under this Warrant Solicitation Agreement as an independent contractor with duties to the Company. If you are in agreement with the foregoing, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT.please sign and return to us one copy of this Warrant Solicitation Agreement. This Warrant Solicitation Agreement may be executed in counterparts (including facsimile or .pdf counterparts), each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Very truly yours, DXXXXX XXXXX SECURITIES, INC. By /s/ Rxxxxx X. Xxxxxx, Xx. Name: Rxxxxx X. Xxxxxx, Xx. Title: Chief Executive Officer Accepted and agreed as of the date first written above: CEL-SCI CORPORATION By /s/ Gxxxx Xxxxxxx Name: Gxxxx Xxxxxxx Title: Chief Executive Officer Exhibit A

Governing Law; Venue. This Warrant Agreement shall be deemed to have been executed construed and delivered enforced in New York accordance with, and both all questions concerning the construction, validity, interpretation and performance of this Warrant and the transactions contemplated hereby Agreement shall be governed as to validityby, interpretation, construction, effect, and in all other respects by the internal laws of the State of New York applicable Delaware, without giving effect to agreements wholly performed within any choice of law or conflict of law provision or rule (whether of the borders State of such state and without regard to Delaware or any other jurisdictions) that would cause the conflicts application of the laws principals thereof (of any jurisdictions other than Section 5-1401 the State of The New York General Obligations Law)Delaware. Each of Any action brought by either party against the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or other concerning the transactions contemplated by this Agreement, the Note, or any other agreement, certificate, instrument or document contemplated hereby shall be instituted exclusively brought only in the Supreme Court of Chancery of the State of New YorkDelaware or, New York Countyto the extent such court does not have subject matter jurisdiction, or in the United States District Court for the Southern District of New YorkDelaware or, (b) waives any objection which it may have or hereafter to the venue extent that neither of the foregoing courts has jurisdiction, the Superior Court of the State of Delaware. Notwithstanding anything in the foregoing to the contrary, nothing herein shall limit, or shall be deemed or construed to limit, the ability of the Buyer to realize on any such collateral or any other security, or to enforce a judgment or other court ruling in favor of the Buyer, including through a legal action in any court of competent jurisdiction. The Company hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any objection to jurisdiction and (c) irrevocably consents venue of any action instituted hereunder, any claim that it is not personally subject to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suitcourt, action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served in any claim that such suit, action or proceeding is brought in an inconvenient forum or that the Supreme Court venue of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceedingproceeding is improper (including but not limited to based upon forum non conveniens). THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, and AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY. The Company irrevocably waives personal service of process upon the Holder mailed by certified mail and consents to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, being served in any such suit, action or proceedingproceeding in connection with this Agreement or any other agreement, certificate, instrument or document contemplated hereby or thereby by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to Company at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. THE HOLDER (ON BEHALF OF ITSELFNothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. The prevailing party in any action or dispute brought in connection with this Agreement or any other agreement, ITS SUBSIDIARIES ANDcertificate, TO THE FULLEST EXTENT PERMITTED BY LAWinstrument or document contemplated hereby or thereby shall be entitled to recover from the other party its reasonable attorney’s fees and costs. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTsuch invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

Governing Law; Venue. This Warrant shall Agreement will be deemed to have been executed made and delivered in the State of New York York, USA, and both the binding provisions of this Warrant Agreement and the transactions contemplated hereby shall will be governed as to validity, interpretation, construction, effect, effect and in all other respects by the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts conflict of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)principles thereof. Each of the Holder Aegis and the Company: (ai) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement and/or the transactions contemplated hereby shall will be instituted exclusively in the Supreme Court courts located in the Borough of the Manhattan, City of New York, County of New York, State of New York, New York County, or in the United States District Court for the Southern District of New York, (bii) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (ciii) irrevocably consents to the jurisdiction of Supreme Court the courts located in the City of the New York, County of New York and State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder Aegis and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York such courts and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall will be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder Aegis mailed by certified mail to the HolderAegis’s address or delivered by Federal Express via overnight delivery shall will be deemed in every respect effective service process upon the HolderAegis, in any such suit, action or proceeding. THE HOLDER Notwithstanding any provision of this Agreement to the contrary, the Company agrees that neither Aegis nor its affiliates, and the respective officers, directors, employees, agents and representatives of Aegis, its affiliates and each other person, if any, controlling Aegis or any of its affiliates, will have any liability (ON BEHALF OF ITSELFwhether direct or indirect, ITS SUBSIDIARIES ANDin contract or tort or otherwise) to the Company for or in connection with the engagement and transaction described herein except for any such liability for losses, TO THE FULLEST EXTENT PERMITTED BY LAWclaims, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTdamages or liabilities incurred by the Company that are finally judicially determined to have resulted from the bad faith or gross negligence of such individuals or entities. Aegis will act under this Agreement as an independent contractor with duties to the Company.

Governing Law; Venue. This Warrant and all actions arising out of or in connection with this Warrant shall be deemed to have been executed governed by and delivered construed in New York and both this Warrant and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by accordance with the laws of the State of New York applicable to agreements wholly performed within the borders of such state and Delaware, without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each law provisions of the Holder State of Delaware or of any other state. The Company and the Company: Holder (ai) agrees that hereby irrevocably and unconditionally submit to the jurisdiction of any legal federal or state court located within Middlesex County, Massachusetts for the purpose of any suit, action or other proceeding arising out of or relating to based upon this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New YorkWarrant, (bii) waives agree not to commence any objection which it may have or hereafter to the venue of any such suit, action or proceedingother proceeding arising out of or based upon this Warrant except in the federal or state courts located within Middlesex County, Massachusetts, and (ciii) irrevocably consents hereby waive, and agree not to the jurisdiction assert, by way of Supreme Court of the State of New Yorkmotion, New York Countyas a defense, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Companyotherwise, in any such suit, action or proceeding, and service of process upon the Holder mailed by certified mail any claim that it is not subject personally to the Holder’s address jurisdiction of the above-named courts, that its property is exempt or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon immune from attachment or execution, that the Holder, in any such suit, action or proceedingproceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Warrant or the subject matter hereof may not be enforced in or by such court. Waiver of Jury Trial: THE COMPANY AND HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE ITS RIGHTS TO A JURY TRIAL BY JURY IN RESPECT OF ANY CLAIM OR CAUSE OF ACTION BASED UPON, UPON OR ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE COMPANY AND HOLDER AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH OF THE COMPANY AND THE TRANSACTIONS CONTEMPLATED BY HOLDER HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WARRANTWAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

Governing Law; Venue. This Warrant shall engagement letter will be deemed to have been executed made and delivered in the State of New York York, USA, and both the binding provisions of this Warrant engagement letter and the transactions contemplated hereby shall will be governed as to validity, interpretation, construction, effect, effect and in all other respects by the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts conflict of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)principles thereof. Each of the Holder Aegis and the Company: (ai) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant engagement letter and/or the transactions contemplated hereby shall will be instituted exclusively in the Supreme Court of courts located in the State City of New York, New York County, or in the United States District Court for the Southern District County of New York, State of New York (bii) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (ciii) irrevocably consents to the jurisdiction of Supreme Court the courts located in the City of the New York, County of New York and State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder Aegis and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York such courts and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall will be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder Aegis mailed by certified mail to the HolderAegis’s address or delivered by Federal Express via overnight delivery shall will be deemed in every respect effective service process upon the HolderAegis, in any such suit, action or proceeding. THE HOLDER Notwithstanding any provision of this engagement letter to the contrary, the Company agrees that neither Aegis nor its affiliates, and the respective officers, directors, employees, agents and representatives of Aegis, its affiliates and each other person, if any, controlling Aegis or any of its affiliates, will have any liability (ON BEHALF OF ITSELFwhether direct or indirect, ITS SUBSIDIARIES ANDin contract or tort or otherwise) to the Company for or in connection with the engagement and transaction described herein except for any such liability for losses, TO THE FULLEST EXTENT PERMITTED BY LAWclaims, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS damages or liabilities incurred by the Company that are finally judicially determined to have resulted from the bad faith or gross negligence of such individuals or entities. Aegis will act under this engagement letter as an independent contractor with duties to the Company. If you are in agreement with the foregoing, please sign and return to us one copy of this engagement letter. This engagement letter may be executed in counterparts (including facsimile or .pdf counterparts), each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Very truly yours, Aegis Capital Corp. By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Chief Executive Officer AGREED AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT.ACCEPTED: The foregoing accurately sets forth our understanding and agreement with respect to the matters set forth herein. EZGO Technologies Ltd By: /s/ Xxxxxxx Xx Name: Xxxxxxx Xx Title: Chief Executive Officer

Governing Law; Venue. This Warrant shall engagement letter will be deemed to have been executed made and delivered in New York the State of Florida and both the provisions of this Warrant agreement and the transactions contemplated hereby shall will be governed as to validity, interpretation, construction, effect, effect and in all other respects by the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and Florida, without regard to the conflicts conflict of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)principles thereof. Each of the Holder Dxxxxx and the Company: (ai) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant engagement letter and/or the transactions contemplated hereby shall will be instituted exclusively in the Supreme Court of the State of New York, New York County, or courts located in the United States District Court for the Southern District county of New YorkPalm Beach, Florida (bii) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (ciii) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or courts located in the United States District Court for the Southern District county of New York Palm Beach, Florida, in any such suit, action or proceeding. Each of the Holder Dxxxxx and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York such courts and agrees that service of process upon the Company mailed by certified mail to the Company’s 's address or delivered by Federal Express via overnight delivery shall will be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder Dxxxxx mailed by certified mail to the Holder’s Dxxxxx'x address or delivered by Federal Express via overnight delivery shall will be deemed in every respect effective service process upon the HolderDxxxxx, in any such suit, action or proceeding. THE HOLDER Notwithstanding any provision of this engagement letter to the contrary, the Company agrees that neither Dxxxxx nor its affiliates, and the respective officers, directors, employees, agents and representatives of Dxxxxx, its affiliates and each other person, if any, controlling Dxxxxx or any of its affiliates, will have any liability (ON BEHALF OF ITSELFwhether direct or indirect, ITS SUBSIDIARIES ANDin contract or tort or otherwise) to the Company for or in connection with the engagement and transaction described herein except for any such liability for losses, TO THE FULLEST EXTENT PERMITTED BY LAWclaims, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPONdamages or liabilities incurred by the Company that are finally judicially determined to have resulted from the bad faith or gross negligence of such individuals or entities. Dxxxxx will act under this engagement letter as an independent contractor with duties to the Company. If you are in agreement with the foregoing, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT.please sign and return to us one copy of this engagement letter. This engagement letter may be executed in counterparts (including facsimile or .pdf counterparts), each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Very truly yours, DXXXXX XXXXX SECURITIES, INC. By: /s/ Rxxxxx X. Xxxxxx, Xx. Name: Rxxxxx X. Xxxxxx, Xx. Title: CEO Accepted and agreed as of The date first written above: PARETEUM CORPORATION By: /s/ Hxx Xxxxxx Name: Hxx Xxxxxx Title: Executive Chairman

Governing Law; Venue. This Warrant shall be deemed to have been executed All questions concerning the construction, validity, enforcement and delivered in New York and both interpretation of the this Warrant and the transactions contemplated hereby Amendment shall be governed as to validity, interpretation, construction, effect, by and construed and enforced in all other respects by accordance with the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York Countywithout regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Amendment (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the United States District Court for state and federal courts sitting in the Southern District City of New York. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (b) waives any objection which it may have or hereafter including with respect to the venue enforcement of this Amendment), and hereby irrevocably waives, and agrees not to assert in any such suit, action or proceeding, and (c) irrevocably consents any claim that it is not personally subject to the jurisdiction of Supreme Court of the State of New Yorkany such court, New York County, or in the United States District Court for the Southern District of New York in any that such suit, action or proceedingproceeding is improper. Each of the Holder and the Company further agrees to accept and acknowledge party hereto hereby irrevocably waives personal service of any process and all consents to process which may be being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in the Supreme Court of the State of New York, New York County, or in the United States District Court effect for the Southern District of New York notices to it under this Amendment and agrees that such service shall constitute good and sufficient service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery and notice thereof. Nothing contained herein shall be deemed in every respect effective service of process upon the Company, to limit in any such suit, action or proceeding, and service of way any right to serve process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suitmanner permitted by law. EACH PARTY HERETO (INCLUDING ITS AFFILIATES, action or proceeding. THE HOLDER (ON BEHALF OF ITSELFAGENTS, ITS SUBSIDIARIES ANDOFFICERS, DIRECTORS AND EMPLOYEES) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS ANY AND CREDITORS) HEREBY WAIVES ANY ALL RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH RELATING TO THIS WARRANT AND AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTHEREBY.

Governing Law; Venue. This Warrant Agreement shall be deemed to have been executed and delivered in New York and both this Warrant Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder The Dealer-Manager and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, ; (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, ; and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder The Dealer-Manager and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder Dealer-Manager mailed by certified mail to the HolderDealer-Manager’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the HolderDealer-Manager, in any such suit, action or proceeding. THE HOLDER COMPANY (ON BEHALF OF ITSELF, ITS SUBSIDIARIES ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTAGREEMENT, THE REGISTRATION STATEMENT, ANY PRELIMINARY PROSPECTUS AND THE PROSPECTUS.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby Agreement shall be governed as to validity, interpretation, construction, effect, by and construed in all other respects by accordance with the laws of the State state of New York applicable to agreements wholly performed within the borders of such state and Texas without regard to the conflicts conflict of laws principals thereof (other than Section 5-1401 principles. The Agreement shall not be governed by the United Nations convention on the international sale of The New York General Obligations Law)goods. Any dispute, claim, counterclaim or controversy of any kind arising under or relating to this Agreement is and shall continue to be subject to the exclusive jurisdiction of the courts of the State of Texas or of the federal courts sitting in the State of Texas. Each of the Holder Parties agrees that all actions or proceedings arising under this Agreement shall be heard and determined in Houston, Hxxxxx County, Texas and the Company: (a) agrees that Parties submit to the jurisdiction of such courts in respect of any legal suit, such action or proceeding arising out of or relating brought in such courts. The parties waive, to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New Yorkfullest extent permitted by Law, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it that they may have now or hereafter have to the laying of venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, such courts and any claim |US-DOCS\131818598.2|| that any such action or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, proceeding brought in any such suit, action or proceeding, and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed court has been brought in every respect effective service process upon the Holder, in any such suit, action or proceedingan inconvenient forum. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, TO THE FULLEST EXTENT PERMITTED BY LAWTHEREFORE, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS EACH SUCH PARTY IRREVOCABLY AND CREDITORS) HEREBY UNCONDITIONALLY WAIVES ANY RIGHT HOLDER IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LEGAL ACTION ARISING OUT OF OR IN CONNECTION WITH RELATING TO THIS WARRANT AND AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.. NO CLAIM MAY BE BROUGHT AS A CLASS OR COLLECTIVE ACTION. CUSTOMER SHALL NOT ASSERT SUCH A CLAIM AS A MEMBER OF A CLASS OR COLLECTIVE ACTION THAT IS BROUGHT BY THIS WARRANTANOTHER CLAIMANT. CUSTOMER AGREES THAT IT SHALL NOT BRING A CLAIM UNDER THE AGREEMENT MORE THAN ONE (1) YEAR AFTER THE TIME THAT THE CLAIM ACCRUED. Notwithstanding the foregoing, in the event of any breach or threatened breach of Section 18 of this Agreement, any Party who desires to protect its Confidential Information will have the right to seek, without the requirement of posting a bond or security, equitable relief, including, without limitation, injunctive relief and specific performance, in addition to any other remedies at law or in equity it may have under this Section 22.

Governing Law; Venue. This Warrant shall be deemed to have been executed All questions concerning the construction, validity, enforcement and delivered in New York and both this Warrant and interpretation of the transactions contemplated hereby Transaction Documents shall be governed as to validity, interpretation, construction, effect, by and construed and enforced in all other respects by accordance with the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York Countywithout regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the United States District Court for state and federal courts sitting in the Southern District City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (b) waives any objection which it may have or hereafter including with respect to the venue enforcement of any such suit, action or proceedingof the Transaction Documents), and (c) hereby irrevocably consents waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suitcourt, action that such Action or proceedingProceeding is improper or is an inconvenient venue for such Proceeding. Each of the Holder and the Company further agrees to accept and acknowledge party hereby irrevocably waives personal service of any process and all consents to process which may be being served in any such suit, action Action or proceeding Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in the Supreme Court of the State of New York, New York County, or in the United States District Court effect for the Southern District of New York notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery and notice thereof. Nothing contained herein shall be deemed to limit in every respect effective service any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of process upon the CompanyTransaction Documents, then, in any such suit, action or proceeding, and service of process upon the Holder mailed by certified mail addition to the Holder’s address obligations of the Company under Section 4.10, the prevailing party in such Action or delivered by Federal Express via overnight delivery Proceeding shall be deemed in every respect effective service process upon reimbursed by the Holdernon-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, in any preparation and prosecution of such suit, action Action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTProceeding.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, by and construed in all other respects by accordance with the laws of the State of New York applicable without reference to agreements wholly performed within the borders its choice of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)law rules. Each of the Holder and parties hereto irrevocably submits to the Company: exclusive jurisdiction (asubject to the immediately following sentence) agrees that of the United States District Court for the Northern District of Illinois for the purposes of any legal suit, action or other proceeding arising out of this Agreement or relating to this Warrant and/or the transactions any transaction contemplated hereby shall be instituted exclusively in the Supreme Court hereby. Each of the State parties hereto agrees, to the extent permitted under applicable laws and rules of New Yorkprocedure, New York Countyto commence any action, suit or proceeding relating hereto either in the United States District Court for the Southern Northern District of New YorkIllinois, (b) waives any objection which it may have or hereafter to the venue of any if such suit, action or proceedingother proceeding may not be brought in such court for jurisdictional reasons, and (c) irrevocably consents to in the jurisdiction Circuit Court of Supreme Court Xxxx County of the State of New YorkIllinois. Each of the parties hereto further agrees that service of any process, New York Countysummons, notice or document by U.S. registered mail to such party's respective address set forth below shall be effective service of process for any action, suit or proceeding in either the United States District Court for the Southern Northern District of New York Illinois or the Circuit Court of Xxxx County of the State of Illinois with respect to any matters to which it has submitted to jurisdiction in any such suit, action or proceedingthis Section 11.3. Each of the Holder parties hereto irrevocably and unconditionally waives any objection to the Company further agrees to accept and acknowledge service laying of venue of any and all process which may be served in any such suitaction, action suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Supreme Court of the State of New York, New York County, or in (i) the United States District Court for the Southern Northern District of New York Illinois or (ii) the Circuit Court of Xxxx County of the State of Illinois, and hereby further irrevocably and unconditionally waives and agrees that service of process upon the Company mailed by certified mail not to the Company’s address plead or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, claim in any such suitcourt that any such action, action suit or proceeding, and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, proceeding brought in any such suitcourt has been brought in an inconvenient forum. Notwithstanding the foregoing, action judgments, orders or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTdecrees resulting from lawsuits or court actions brought in accordance with the foregoing provisions of this Section 11.3 may be appealed to or enforced in any court of competent jurisdiction.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by Agreement is a contract under the laws of the State of New York applicable and shall for all purposes be construed in accordance with and governed by the laws of said State without reference to agreements wholly performed within the borders of such state and without regard to the conflicts its conflict or choice of laws principals thereof principles (other than Section Sections 5-1401 and 5-1402 of The the New York General Obligations Law, which shall apply to this Agreement). Each The Parties hereby irrevocably and unconditionally submit to the nonexclusive jurisdiction of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, York sitting in New York County, or in County and of the United States District Court for the Southern District of New York, (b) waives and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, and each of the Parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may have now or hereafter have to the laying of venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding arising out of or relating to this Agreement in the Supreme Court any court referred to above. Each of the State of New YorkParties hereto hereby irrevocably waives, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, proceeding in any such suitcourt. EACH PARTY WAIVES HIS, action or proceeding, and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, HER OR ITS SUBSIDIARIES AND, RIGHT TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN WITH RESPECT OF TO ANY ACTION OR CLAIM BASED UPON, ARISING OUT OF OR ANY DISPUTE IN CONNECTION WITH THIS WARRANT AGREEMENT, AND CONSENTS TO THE TRANSACTIONS CONTEMPLATED GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THIS WARRANTTHE COURT.

Governing Law; Venue. This Warrant Agreement shall be deemed to have been executed and delivered in New York and both this Warrant Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder Dealer-Managers and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, ; (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, ; and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder Dealer-Managers and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder Dealer-Managers mailed by certified mail to the Holder’s Dealer-Managers’ address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the HolderDealer-Managers, in any such suit, action or proceeding. THE HOLDER COMPANY (ON BEHALF OF ITSELF, ITS SUBSIDIARIES ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTAGREEMENT, THE REGISTRATION STATEMENT, ANY PRELIMINARY PROSPECTUS AND THE PROSPECTUS.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby Agreement shall be governed as to validity, interpretation, construction, effect, by and construed in all other respects by accordance with the laws of the State of New York applicable to agreements wholly performed within the borders of such state and Delaware without regard to the principles of conflicts of laws principals thereof (laws. Any action brought by either party against the other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or concerning the transactions contemplated by this Agreement, the Note, or any other agreement, certificate, instrument or document contemplated hereby shall be instituted exclusively brought only in the Supreme Court of Chancery of the State of New YorkDelaware or, New York Countyto the extent such court does not have subject matter jurisdiction, or in the United States District Court for the Southern District of New YorkDelaware or, (b) waives any objection which it may have or hereafter to the venue extent that neither of any such suitthe foregoing courts has jurisdiction, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Superior Court of the State of New YorkDelaware. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, New York CountyAND AGREES NOT TO REQUEST, or in A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the United States District Court for the Southern District of New York in any such suit, action or proceedingother party its reasonable attorney’s fees and costs. Each of the Holder and the Company further agrees to accept and acknowledge party hereby irrevocably waives personal service of any process and all consents to process which may be being served in any such suit, action or proceeding in connection with this Agreement, the Supreme Court of the State of New York, New York CountyNote, or any other agreement, certificate, instrument or document contemplated hereby or thereby by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in the United States District Court effect for the Southern District of New York notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery and notice thereof. Nothing contained herein shall be deemed in every respect effective service of process upon the Company, to limit in any such suit, action or proceeding, and service of way any right to serve process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTother manner permitted by law.

Governing Law; Venue. This Warrant shall Agreement will be deemed to have been executed made and delivered in the State of New York York, USA, and both the provisions of this Warrant Agreement and the transactions contemplated hereby shall will be governed as to validity, interpretation, construction, effect, effect and in all other respects by the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts conflict of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)principles thereof. Each of the Holder Aegis and the Company: (ai) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement and/or the transactions contemplated hereby shall will be instituted exclusively in the Supreme Court of courts located in the State City of New York, New York County, or in the United States District Court for the Southern District County of New York, State of New York (bii) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (ciii) irrevocably consents to the jurisdiction of Supreme Court the courts located in the City of the New York, County of New York and State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder Aegis and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York such courts and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall will be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder Aegis mailed by certified mail to the HolderAegis’s address or delivered by Federal Express via overnight delivery shall will be deemed in every respect effective service process upon the HolderAegis, in any such suit, action or proceeding. THE HOLDER Notwithstanding any provision of this Agreement to the contrary, the Company agrees that neither Aegis nor its affiliates, and the respective officers, directors, employees, agents and representatives of Aegis, its affiliates and each other person, if any, controlling Aegis or any of its affiliates, will have any liability (ON BEHALF OF ITSELFwhether direct or indirect, ITS SUBSIDIARIES ANDin contract or tort or otherwise) to the Company for or in connection with the engagement and transaction described herein except for any such liability for losses, TO THE FULLEST EXTENT PERMITTED BY LAWclaims, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTdamages or liabilities incurred by the Company that are finally judicially determined to have resulted from the bad faith or gross negligence of such individuals or entities. Aegis will act under this Agreement as an independent contractor with duties to the Company.

Governing Law; Venue. This Warrant shall be deemed Each of Company and Purchaser (i) hereby irrevocably submits to have been executed and delivered the jurisdiction of the United States District Court sitting in the Southern District of New York and both this Warrant and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws courts of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The located in New York General Obligations Law). Each county for the purposes of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or Agreement or the transactions contemplated hereby shall be instituted exclusively or thereby and (ii) hereby waives, and agrees not to assert in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents any claim that it is not personally subject to the jurisdiction of Supreme Court of such court, that the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceedingproceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Holder Company and the Company further agrees Purchaser consents to accept and acknowledge service of any and all process which may be being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in the Supreme Court of the State of New York, New York County, or in the United States District Court effect for the Southern District of New York notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process upon the Company mailed and notice thereof. Nothing in Sections 8.1 and 8.2 shall affect or limit any right to serve process in any other manner permitted by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective law. Each party hereby irrevocably waives personal service of process upon the Company, and consents to process being served in any such suit, action or proceeding, proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery and notice thereof. Company hereby appoints Xxxxxx Xxxxxxx Xxxxxxx & Li LLC, with offices at 0000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 as its agent for service of process in New York. Nothing contained herein shall be deemed in every respect effective service process upon the Holder, to limit in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTway any right to serve process in any manner permitted by law.

Governing Law; Venue. This Warrant shall be deemed to have been executed Agreement and delivered in New York and both this Warrant and its performance by the transactions contemplated hereby Parties shall be governed as to validity, interpretation, construction, effect, by and construed in all other respects by accordance with the laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, U.S.A., without regard to provisions on the conflicts of laws principals thereof (laws. The provisions of the United Nations Convention for the International Sale of Goods shall not be applicable to this Agreement. The Parties agree that all actions or proceedings arising in connection with this Agreement shall be litigated exclusively in the State and Federal courts located in the State of New York, U.S.A. The aforementioned choice of venue is intended by the Parties to be mandatory and not permissive in nature. Each Party hereby waives any right it may have to assert the doctrine of forum non conveniens, to object to venue with respect to any proceeding brought in accordance with this paragraph, or to assert CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***. . .***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. any defense of sovereign immunity in any legal action, suit, proceeding or other than Section 5-1401 of claim arising under this Agreement. The Parties further stipulate that the State and Federal courts located in New York General Obligations Law). Each shall have in personam jurisdiction and venue over each of them for the Holder and the Company: (a) agrees that purpose of litigating any legal suitdispute, action controversy, or proceeding arising out of or relating related to this Warrant and/or the transactions Agreement. Each Party hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it as contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New Yorkby this paragraph by registered or certified mail, New York Countyreturn receipt requested, or in the United States District Court postage prepaid, to its address for the Southern District giving of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or notices as set forth in the United States District Court for the Southern District of New York this Agreement. Any final judgment rendered against a Party in any such suit, action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail shall be conclusive as to the Company’s address or delivered by Federal Express via overnight delivery shall subject of such final judgment and may be deemed enforced in every respect effective service of process upon the Company, other jurisdictions in any such suit, action or proceeding, and service of process upon the Holder mailed manner provided by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTlaw.

Governing Law; Venue. This Warrant shall be deemed to have been executed All questions concerning the construction, validity, enforcement and delivered in New York and both interpretation of this Warrant and the transactions contemplated hereby Agreement shall be governed as to validity, interpretation, construction, effect, by and construed and enforced in all other respects by accordance with the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York Countywithout regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the United States District Court for state and federal courts sitting in the Southern District City of New York. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the County of New York, (b) waives any objection which it may have or hereafter to New York for the venue adjudication of any such dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, and (c) irrevocably consents any claim that it is not personally subject to the jurisdiction of Supreme Court of the State of New York, New York County, any such court or in the United States District Court for the Southern District of New York in any that such suit, action or proceedingproceeding is improper. Each of the Holder and the Company further agrees to accept and acknowledge party hereto hereby irrevocably waives personal service of any process and all consents to process which may be being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in the Supreme Court of the State of New York, New York County, or in the United States District Court effect for the Southern District of New York notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery and notice thereof. Nothing contained herein shall be deemed in every respect effective service of process upon the Company, to limit in any such suit, action or proceeding, and service of way any right to serve process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suitmanner permitted by law. EACH PARTY HERETO (INCLUDING ITS AFFILIATES, action or proceeding. THE HOLDER (ON BEHALF OF ITSELFAGENTS, ITS SUBSIDIARIES ANDOFFICERS, DIRECTORS AND EMPLOYEES) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS ANY AND CREDITORS) HEREBY WAIVES ANY ALL RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH RELATING TO THIS WARRANT AND AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT.HEREBY. 15 | P a g e

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effectAgreement, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action dispute or proceeding controversy arising out of or relating to this Warrant and/or Agreement, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of law principles thereof, except with respect to provisions of this Agreement that expressly refer to or are otherwise required to be governed by and construed in accordance with the English Law, or relate to the legality of corporate actions by the Company, shall be governed by and construed in accordance with English Law (without giving effect to choice of law principles thereof). All Actions arising out of or relating to this Agreement shall be heard and determined in any state or federal court located in New Castle County in the State of Delaware, or if such court does not accept venue, any other state or federal court in the State of Delaware (or in any appellate courts thereof), or in the courts of England as applicable (collectively, the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of the appropriate Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be instituted exclusively conclusive and may be enforced in other jurisdictions by suit on the Supreme Court of the State of New York, New York County, judgment or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) other manner provided by Lxx. Each party irrevocably consents to the jurisdiction of Supreme Court service of the State of New York, New York County, or in the United States District Court for the Southern District of New York summons and complaint and any other process in any such suit, action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, other action or proceeding in relating to the Supreme Court transactions contemplated by this Agreement, on behalf of the State of New York, New York Countyitself, or its property, by personal delivery of copies of such process to such party at the applicable address. Nothing in this Section shall affect the United States District Court for the Southern District right of New York and agrees that service of any party to serve legal process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder mailed other manner permitted by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTapplicable Law.

Governing Law; Venue. This Warrant shall be deemed to have been executed All questions concerning the construction, validity, enforcement and delivered in New York and both this Warrant and interpretation of the transactions contemplated hereby Transaction Documents shall be governed as to validity, interpretation, construction, effect, by and construed and enforced in all other respects by accordance with the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and Nevada, without regard to the principles of conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)law thereof. Each of the Holder and the Company: (a) party agrees that any all legal suitProceedings concerning the interpretations, action or proceeding arising out enforcement and defense of or relating to this Warrant and/or the transactions contemplated hereby by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be instituted commenced exclusively in the Supreme Court of state and federal courts sitting in the State of New York, New York County, Nevada. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Nevada for the adjudication of any dispute hereunder or in the United States District Court for the Southern District of New York, connection herewith or with any transaction contemplated hereby or discussed herein (b) waives any objection which it may have or hereafter including with respect to the venue enforcement of any such suit, action or proceedingof the Transaction Documents), and (c) hereby irrevocably consents waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suitcourt, action that such Action or proceedingProceeding is improper or is an inconvenient venue for such Proceeding. Each of the Holder and the Company further agrees to accept and acknowledge party hereby irrevocably waives personal service of any process and all consents to process which may be being served in any such suit, action Action or proceeding Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in the Supreme Court of the State of New York, New York County, or in the United States District Court effect for the Southern District of New York notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery and notice thereof. Nothing contained herein shall be deemed to limit in every respect effective service any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of process upon the CompanyTransaction Documents, then, in any such suit, action or proceeding, and service of process upon the Holder mailed by certified mail addition to the Holder’s address obligations of the Company under Section 4.6, the prevailing party in such Action or delivered by Federal Express via overnight delivery Proceeding shall be deemed in every respect effective service process upon reimbursed by the Holdernon-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, in any preparation and prosecution of such suit, action Action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTProceeding.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby Agreement shall be governed as to validity, interpretation, construction, effect, by and construed in all other respects by accordance with the laws of the State Commonwealth of New York applicable to agreements wholly performed within the borders of such state and Virginia, without regard to the conflicts of laws principals thereof (other than Section 5-1401 law rules of The New York General Obligations Law)such State. Each of the Holder Company and each Shareholder irrevocably submits to the Company: exclusive jurisdiction of (a) agrees that the Circuit Court of the City of Winchester in the Commonwealth of Virginia, and (b) the United States District Court for the Western District of Virginia (collectively, the “Chosen Courts”), for the purposes of any legal suit, action or other proceeding arising out of this Agreement or relating to this Warrant and/or the transactions any transaction contemplated hereby shall be instituted exclusively in the Supreme Court hereby. Each of the State of New YorkCompany and each Shareholder agrees to commence any action, New York County, suit or proceeding relating hereto either in the United States District Court for the Southern Western District of New York, (b) waives any objection which it may have Virginia or hereafter to the venue of any if such suit, action or proceedingother proceeding may not be brought in such Chosen Court for jurisdictional reasons, and (c) irrevocably consents to in the jurisdiction of Supreme Circuit Court of the State City of New YorkWinchester in the Commonwealth of Virginia. Each of the Company and each Shareholder further agrees that service of any process, New York Countysummons, notice or document by U.S. registered mail to such party’s respective address set forth herein shall be effective service of process for any action, suit or proceeding in Virginia with respect to any matters to which it has submitted to jurisdiction in this Section 5.7. Each of the Company and each Shareholder irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (i) the Circuit Court of the City of Winchester in the Commonwealth of Virginia, or in (ii) the United States District Court for the Southern Western District of New York Virginia, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such Chosen Court that any such action, suit or proceeding brought in any such Chosen Court has been brought in an inconvenient forum. Each of the Company and each Shareholder irrevocably waives any objections or immunities to jurisdiction to which it may otherwise be entitled or become entitled (including, without limitation, sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or relating to this Agreement or the transactions contemplated hereby which is instituted in any such Chosen Court. The parties agree that a final trial court judgment in any such suit, action or proceedingother proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment. Each of the Holder and the Company further parties hereto agrees to accept and acknowledge that service of process, summons, notice or document by registered mail addressed to it at the addresses set forth in Section 5.3 shall be effective service of process for any and all process which may be served in any such suit, action or proceeding brought in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees any such Chosen Court. The parties agree that service of process upon the Company mailed may also be effected by certified mail or registered mail, return receipt requested, or by reputable overnight courier service, directed to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed other party at the addresses set forth herein in every respect effective service of process upon the Company, in any such suit, action or proceedingSection 5.3, and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery so made shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTcompleted when received.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby Agreement shall be governed as by, and construed in accordance with, the laws of the State of Delaware without regard to principles of conflicts of law that would result in the application of the substantive law of another jurisdiction. Each party hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware, or, if no federal court in the State of Delaware accepts jurisdiction, any state court within the State of Delaware) (the “Delaware Courts”) over all claims or causes of action (whether in contract or tort, in law or in equity, or granted by statute or otherwise) that may be based upon, arise out of or relate to this Agreement and any other document or instrument delivered pursuant to this Agreement, or the negotiation, execution, termination, validity, interpretation, construction, effectenforcement, and in all other respects by performance or nonperformance of this Agreement or otherwise arising from the laws transactions contemplated hereby or the relationship among the parties (including any claim or cause of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suitaction based upon, action or proceeding arising out of or relating related to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively any representation or warranty made in the Supreme Court of the State of New York, New York Countyor in connection with, or as an inducement to enter into, this Agreement) (collectively, “Related Claims”), and each party hereby irrevocably agrees that all Related Claims may be heard and determined in such courts. Each party hereby irrevocably and unconditionally waives, to the United States District Court for the Southern District of New Yorkfullest extent permitted by applicable Law, (b) waives any objection which it may have now or hereafter have to the laying of venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York Related Claim brought in any such suit, action court or proceedingany defense of inconvenient forum for the maintenance of such dispute. Each of the Holder and the Company further party agrees to accept and acknowledge service of any and all process which may be served that a judgment in any such suit, action or proceeding dispute may be enforced in other jurisdictions by suit on the Supreme Court of the State of New York, New York County, judgment or in any other manner provided by law. Each party hereby consents to process being served by any other party in any Related Claim by the United States District Court for delivery of a copy thereof in accordance with the Southern District provisions of New York and agrees Section 4.01 (other than by email) along with a notification that service of process upon is being served in conformance with this Section 4.05. Nothing in this Agreement will affect the Company mailed by certified mail right of any party to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of serve process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder mailed other manner permitted by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceedinglaw. EACH OF THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES ANDPARTIES TO THIS AGREEMENT HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR ​ RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION WILL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT THE PARTIES TO THIS WARRANTAGREEMENT MAY FILE A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby Agreement shall be governed as to validity, interpretation, construction, effect, by and construed in all other respects by accordance with the laws of the State of New York applicable to agreements wholly performed within the borders of such state and Ohio (without regard to the conflicts conflict of laws principals thereof (other than Section 5-1401 of The New York General Obligations Lawlaw principles). Each The parties to this Agreement hereby irrevocably and unconditionally submit, for themselves and their property, to the exclusive jurisdiction of any Iowa court sitting in the County of Polk or any Federal court of the Holder United States of America sitting in the Southern District of Iowa, and the Company: (a) agrees that any legal appellate court from any such court, in any suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court Agreement, or for recognition or enforcement of any judgment arising out of or relating to this Agreement, and each of the State of New York, New York County, or parties hereby irrevocably and unconditionally agrees that all claims in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue respect of any such suit, action or proceedingproceeding or judgment shall be heard and determined in such Iowa court or, to the extent permitted by law, by removal or otherwise, in such Federal court, and if each of such Iowa court and such Federal court refuses to accept jurisdiction with respect thereto, such suit, action or proceeding may be brought in any other court with jurisdiction. The parties agree that no party to this Agreement may move to (ci) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in transfer any such suit, action or proceedingproceeding from such Iowa court or Federal court to another jurisdiction; (ii) consolidate any such suit, action or proceeding brought in such Iowa court or Federal court with a suit, action or proceeding brought in such Iowa court or Federal court with a suit, action or proceeding in another jurisdiction; or (iii) dismiss any such suit, action or proceeding brought in such Iowa court or Federal court for the purpose of bringing the same in another jurisdiction. Each of the Holder and the Company further party agrees to accept and acknowledge service of any and all process which may be served that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. Each party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any Iowa court sitting in the Supreme Court County of the State of New York, New York County, Polk or any Federal court sitting in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail Iowa. Each party hereby irrevocably waives, to the Company’s address fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, proceeding in any such court and further waives the right to object, with respect to such suit, action or proceeding, and service that such court does not have jurisdiction over such party. Service of process relating to actions arising out of this Agreement may be served upon any party anywhere in the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTworld.

Governing Law; Venue. This Warrant shall be deemed to have been executed All questions concerning the construction, validity, enforcement and delivered in New York and both this Warrant and interpretation of the transactions contemplated hereby Transaction Documents shall be governed as to validity, interpretation, construction, effect, by and construed and enforced in all other respects by accordance with the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York Countywithout regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the United States District Court for state and federal courts sitting in the Southern District City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (b) waives any objection which it may have or hereafter including with respect to the venue enforcement of any such suit, action or proceedingof the Transaction Documents), and (c) hereby irrevocably consents waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suitcourt, action that such Action or proceedingProceeding is improper or is an inconvenient venue for such Proceeding. Each of the Holder and the Company further agrees to accept and acknowledge party hereby irrevocably waives personal service of any process and all consents to process which may be being served in any such suit, action Action or proceeding Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in the Supreme Court of the State of New York, New York County, or in the United States District Court effect for the Southern District of New York notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery and notice thereof. Nothing contained herein shall be deemed to limit in every respect effective service any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of process upon the CompanyTransaction Documents, then, in any such suit, action or proceeding, and service of process upon the Holder mailed by certified mail addition to the Holder’s address obligations of the Company under Section 4.7, the prevailing party in such Action or delivered by Federal Express via overnight delivery Proceeding shall be deemed in every respect effective service process upon reimbursed by the Holdernon-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, in any preparation and prosecution of such suit, action Action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTProceeding.

Governing Law; Venue. This Warrant shall be deemed to have been executed All questions concerning the construction, validity, enforcement and delivered in New York and both this Warrant and interpretation of the transactions contemplated hereby Transaction Documents shall be governed as to validity, interpretation, construction, effect, by and construed and enforced in all other respects by accordance with the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York Countywithout regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the United States District Court for state and federal courts sitting in the Southern District City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (b) waives any objection which it may have or hereafter including with respect to the venue enforcement of any such suitof the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any action or proceeding, and (c) irrevocably consents any claim that it is not personally subject to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suitcourt, that such action or proceeding is improper or is an inconvenient venue for such proceeding. Each of the Holder and the Company further agrees to accept and acknowledge party hereby irrevocably waives personal service of any process and all consents to process which may be being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in the Supreme Court of the State of New York, New York County, or in the United States District Court effect for the Southern District of New York notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery and notice thereof. Nothing contained herein shall be deemed in every respect effective service of process upon the Company, to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then, the prevailing party in such suitaction or proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding, and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby Agreement shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws internal law of the State of New York applicable to agreements wholly performed within the borders of such state and Delaware, without regard to conflict of law principles that would result in the conflicts application of laws principals thereof (any law other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court law of the State of New York, New York County, or in Delaware. The Parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of Delaware and to the jurisdiction of the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to Delaware for the venue purpose of any such suit, action or proceedingother proceeding arising out of or based upon this Agreement, and (cii) irrevocably consents agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the jurisdiction state courts of Supreme Court of the State of New York, New York County, Delaware or in the United States District Court for the Southern District of New York in any such suitDelaware, action or proceeding. Each and (iii) hereby waive, and agree not to assert, by way of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suitmotion, action or proceeding in the Supreme Court of the State of New York, New York Countyas a defense, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Companyotherwise, in any such suit, action or proceeding, and service of process upon the Holder mailed by certified mail any claim that it is not subject personally to the Holder’s address jurisdiction of the above-named courts, that its property is exempt or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon immune from attachment or execution, that the Holder, in any such suit, action or proceedingproceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. THE HOLDER (ON BEHALF WAIVER OF ITSELF, ITS SUBSIDIARIES AND, JURY TRIAL: TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) EACH PARTY HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE ITS RIGHTS TO A JURY TRIAL BY JURY IN RESPECT OF ANY CLAIM OR CAUSE OF ACTION BASED UPON, UPON OR ARISING OUT OF THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN CONNECTION ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH THIS WARRANT ITS LEGAL COUNSEL, AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTTHAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effectAgreement, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a) agrees that any legal suit, action dispute or proceeding controversy arising out of or relating to this Warrant and/or the transactions contemplated hereby Agreement, shall be instituted exclusively governed by and construed in accordance with the Supreme laws of the State of Delaware, without regard to the conflict of law principles thereof, except with respect to provisions of this Agreement that expressly refer to or are otherwise required to be governed by and construed in accordance with the Delaware Law, or relate to the legality of corporate actions by the Company, shall be governed by and construed in accordance with Delaware Law (without giving effect to choice of law principles thereof). All Actions arising out of or relating to this Agreement shall be heard and determined in any Court of Chancery of the State of Delaware or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of New York, New York County, Delaware or in the United States District Court for the Southern District of New YorkDelaware (or in any appellate courts thereof, collectively “Specified Courts”). Each party hereby (bi) waives submits to the exclusive jurisdiction of the appropriate Specified Courts for the purpose of any objection which Action arising out of or relating to this Agreement brought by any party and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it may have is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or hereafter to immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any such suit, action Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or proceeding, and (c) in any other manner provided by Lxx. Each party irrevocably consents to the jurisdiction of Supreme Court service of the State of New York, New York County, or in the United States District Court for the Southern District of New York summons and complaint and any other process in any such suit, action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, other action or proceeding in relating to the Supreme Court transactions contemplated by this Agreement, on behalf of the State of New York, New York Countyitself, or its property, by personal delivery of copies of such process to such party at the applicable address. Nothing in this Section shall affect the United States District Court for the Southern District right of New York and agrees that service of any party to serve legal process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder mailed other manner permitted by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTapplicable Law.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)THIS EXCHANGE AND SUBSCRIPTION AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. Each of the Holder Company, the Guarantors and the Company: Investor (a) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or agreement or the transactions contemplated hereby shall be instituted exclusively in the Supreme Court courts of the State of New York, York located in the City and County of New York County, or in the United States District Court for the Southern District of New York, ; (b) waives any objection which that it may have now or hereafter have to the venue of any such suit, action or proceeding, ; and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York aforesaid courts in any such suit, action or proceeding. Each of the Holder Company, the Guarantors and the Company Investor further agrees to accept and acknowledge service of any and all process which that may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York any such court and agrees that service of process upon the Company or the Guarantors mailed by certified mail to the Company’s address or delivered thereto by Federal Express FedEx via overnight delivery shall be deemed in every respect effective service of process upon on the Company, Company or the Guarantors in any such suit, action or proceeding, and service of process upon the Holder Investor mailed by certified mail to the HolderInvestor’s address (as set forth in the signature page hereto, subject to the Investor’s right to hereafter designate one or more alternative addresses by notice to the Company) or delivered thereto by Federal Express FedEx via overnight delivery shall be deemed in every respect effective service process upon the Holder, Investor in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the The laws of the State of New York applicable to agreements wholly performed within shall govern this Agreement, the borders construction of such state its terms, and the interpretation of the rights and duties of the parties hereto, without regard to the conflicts any contrary choice of laws principals thereof (other than Section 5-1401 of The law rule or doctrine applicable in New York General Obligations Law)or elsewhere. Each The parties agree that unless otherwise mutually agreed at the time the claim arises, New York, New York, shall be the exclusive place of proper venue for any legal proceeding involving a claim arising from this Agreement, and the Executive consents to the personal jurisdiction of the Holder and the Company: (a) agrees that any legal suit, courts in such location over him. Any action or other legal proceeding arising out of under or relating to any provision of this Warrant and/or the transactions contemplated hereby Agreement shall be instituted exclusively commenced only in state court, or if appropriate a federal court, located in the Supreme Court of the County and State of New York, New York County, or in and the United States District Court for Company and the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents Executive consent to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceedinga court. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES ANDEACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPONSUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY HERETO (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN CONNECTION WITH THIS WARRANT THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE TRANSACTIONS CONTEMPLATED BY OTHER PARTY HERETO HAS BEEN INDUCED TO ENTER INTO THIS WARRANT.AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 9G.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws Specific Performance; Waiver of the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)Jury ---------------------------------------------------------- Trial. Each of the Holder and the Company: ----- (a) agrees that any legal suitTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE COMMONWEALTH OF MASSACHUSETTS WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF. The parties hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents submit to the jurisdiction of Supreme Court the courts of the State Commonwealth of New York, New York County, or in Massachusetts and the Federal courts of the United States District Court of America located within the Middlesex County in the Commonwealth of Massachusetts solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the Southern District interpretation or enforcement hereof or of New York in any such suitdocument, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceedingproceeding shall be heard and determined in such a Commonwealth of Massachusetts or Federal court. Each of the Holder The parties hereby consent to and the Company further agrees to accept and acknowledge service of any and all process which may be served in grant any such suit, court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the Supreme Court of the State of New York, New York County, manner provided in Section 8.3 or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed such other manner as may be permitted by certified mail to the Company’s address or delivered by Federal Express via overnight delivery applicable law, shall be deemed in every respect effective valid and sufficient service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTthereof.

Governing Law; Venue. This Warrant shall placement agent agreement will be deemed to have been executed made and delivered in the State of New York York, USA, and both the binding provisions of this Warrant placement agent agreement and the transactions contemplated hereby shall will be governed as to validity, interpretation, construction, effect, effect and in all other respects by the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts conflict of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)principles thereof. Each of the Holder Aegis and the Company: (ai) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant placement agent agreement and/or the transactions contemplated hereby shall will be instituted exclusively in the Supreme Court courts located in the Borough of the State Manhattan, City of New York, New York County, or in the United States District Court for the Southern District County of New York, State of New York (bii) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (ciii) irrevocably consents to the jurisdiction of Supreme Court the courts located in the City of the New York, County of New York and State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder Aegis and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York such courts and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall will be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder Aegis mailed by certified mail to the HolderAegis’s address or delivered by Federal Express via overnight delivery shall will be deemed in every respect effective service process upon the HolderAegis, in any such suit, action or proceeding. THE HOLDER Notwithstanding any provision of this placement agent agreement to the contrary, the Company agrees that neither Aegis nor its affiliates, and the respective officers, directors, employees, agents and representatives of Aegis, its affiliates and each other person, if any, controlling Aegis or any of its affiliates, will have any liability (ON BEHALF OF ITSELFwhether direct or indirect, ITS SUBSIDIARIES ANDin contract or tort or otherwise) to the Company for or in connection with the engagement and transaction described herein except for any such liability for losses, TO THE FULLEST EXTENT PERMITTED BY LAWclaims, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTdamages or liabilities incurred by the Company that are finally judicially determined to have resulted from the bad faith or gross negligence of such individuals or entities. Aegis will act under this placement agent agreement as an independent contractor with duties to the Company.

Governing Law; Venue. This Warrant shall Agreement will be deemed to have been executed made and delivered in the State of New York York, USA, and both the binding provisions of this Warrant Agreement and the transactions contemplated hereby shall will be governed as to validity, interpretation, construction, effect, effect and in all other respects by the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and York, without regard to the conflicts conflict of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)principles thereof. Each of the Holder Aegis and the Company: (ai) agrees that any legal suit, action or proceeding arising out of or relating to this Warrant Agreement and/or the transactions contemplated hereby shall will be instituted exclusively in the Supreme Court courts located in the Borough of the State Manhattan, City of New York, New York County, or in the United States District Court for the Southern District County of New York, State of New York (bii) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (ciii) irrevocably consents to the jurisdiction of Supreme Court the courts located in the City of the New York, County of New York and State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder Aegis and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York such courts and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall will be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder Aegis mailed by certified mail to the HolderAegis’s address or delivered by Federal Express via overnight delivery shall will be deemed in every respect effective service process upon the HolderAegis, in any such suit, action or proceeding. THE HOLDER Notwithstanding any provision of this Agreement to the contrary, the Company agrees that neither Aegis nor its affiliates, and the respective officers, directors, employees, agents and representatives of Aegis, its affiliates and each other person, if any, controlling Aegis or any of its affiliates, will have any liability (ON BEHALF OF ITSELFwhether direct or indirect, ITS SUBSIDIARIES ANDin contract or tort or otherwise) to the Company for or in connection with the engagement and transaction described herein except for any such liability for losses, TO THE FULLEST EXTENT PERMITTED BY LAWclaims, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTdamages or liabilities incurred by the Company that are finally judicially determined to have resulted from the bad faith or gross negligence of such individuals or entities. Aegis will act under this Agreement as an independent contractor with duties to the Company.

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby Agreement shall be governed as to validity, interpretation, construction, effect, by and construed in all other respects by accordance with the laws of the State. The parties hereby. designate a court of proper jurisdiction located in the County as the exclusive venue for resolution of any disputes which may arise under or by reason of this Agreement. CONFIRMATORY XXXX OF SALE TO COMPANY COUNTY OF XXXXXXXX INDUSTRIAL DEVELOPMENT AGENCY, a corporate governmental agency constituting a body corporate and politic and a public benefit corporation of the State of New York applicable to agreements wholly performed within with its principal office located at Xxx Xxxxxxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000 ("Grantor"), for the borders consideration of such state One ($1.00) Dollar, and without regard other good and valuable consideration received by the Grantor from NY DELAWARE II, LLC, a New York limited company, having its principal offices located at 00 Xxxxxx Xxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 ("Grantee"), the receipt of which is hereby· acknowledged by the Grantor, hereby sells, transfers and delivers unto the Grantee, and its successors and assigns, all those materials, machinery and equipment constructed or installed by the Grantee (collectively, the "Solar Array") on the real property located at 000 Xxxxxxxx Xxxx, in the Town of Delaware ("Town"), County of Xxxxxxxx ("County"), State of New York and identified on the Town tax map as Xxxxxxx 00, Xxxxx 0, Xxx 0 ("Xxxx") described on Schedule A hereto, said Solar Array having been constructed by the Grantee as agent of the Agency pursuant to the conflicts Agent and Project Agreement, dated as of laws principals thereof (other than Section 5-1401 December 11, 2017. The purpose of The New York General Obligations Law). Each th1s Confirmatory Xxxx of Sale is to convey to the Grantee any and all right, title and interest of the Holder and Agency to the Company: (a) agrees Solar Array so that on or after delivery of the Confirmatory Xxxx of Sale, the Agency shall have no ownership interest of any legal suit, action kind or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby shall be instituted exclusively nature in the Supreme Court Solar Array. TO HAVE AND TO HOLD the same unto the Grantee, and its successors and assigns, forever. THE GRANTOR MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE CONDITION, TITLE, DESIGN, OPERATION, MERCHANTABILITY OR FITNESS OF THE EQUIPMENT OR ANY PART THEREOF, OR AS TO THE SUITABILITY OF THE EQUIPMENT OR ANY PART THEREOF, FOR THE GRANTEE'S PURPOSES OR NEEDS. THE GRANTEE SHALL ACCEPT TITLE TO THE EQUIPMENT "AS IS", WITHOUT RECOURSE OF ANY NATURE AGAINST THE GRANTOR FOR ANYCONDITION NOW OR HEREAFTER EXISTING. NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY IS MADE. IN THE EVENT OF ANY DEFECT OR DEFICIENCY OF ANY NATURE, WHETHER PATENT OR LATENT, THE GRANTOR SHALL HAVE NO RESPONSIBILITY OR LIABILITY WITH RESPECT THERETO. 60356-007 IN WITNESS WHEREOF, the Grantor has caused this Xxxx of Sale to Company to be executed in its name by its duly authorized officer described below and dated as of fte 1st day of ,201_. COUNTY OF XXXXXXXX IN USTRIAL DEVELOPMENT AGENCY By: Xxxxx Xxxxx, Chief Executive Officer STATE OF NEW YORK ) )ss: COUNTY OF XXXXXXXX ) On the day of _______ in the year ____ before me, the undersigned, a Notary Public in and for said State, personally appeared Xxxxx Xxxxx, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual or the person upon behalf ofwhich the individual acted, executed the instrument. XXXXXX X. XXXXXXXXXX Notary Public, State ofNew York Xxxxxxxx County Clerk #4 Commission Expires June 30,2018 SCHEDULE A LAND DESCRIPTION PAYMENT IN LIEU OF TAXATION AGREEMENT THIS PAYMENT IN LIEU OF TAXATION AGREEMENT ("Agreement"), made as ofthe pt day of February, 2018 by and between the COUNTY OF XXXXXXXX INDUSTRIAL DEVELOPMENT AGENCY, a corporate governmental agency constituting a body corporate and politic and a public benefit corporation of the State of New York, having its principal offices at Xxx Xxxxxxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000 (Agency) and NY DELAWARE II, LLC, a New York Countylimited company, or in the United States District Court for the Southern District of New Yorkhaving its principal offices located at 00 Xxxxxx Xxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the "Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT").

Governing Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effectby, and construed in all other respects by accordance with, the laws of the State of New York Delaware applicable to agreements wholly contracts executed in and to be performed within the borders of such state and without regard to the conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)in that State. Each of the Holder and the Company: (a) agrees that any legal suit, Any action or proceeding arising out of or relating to this Warrant and/or shall, to the transactions contemplated hereby shall fullest extent permitted by applicable law, be instituted heard and determined exclusively in the Supreme Court of Chancery of the State of New YorkDelaware; provided, New York Countythat if jurisdiction is not available in such court, or then any such action may be brought in any federal court located in the United States District Court State of Delaware or any other Delaware state court. To the fullest extent permitted by applicable law, the parties hereto hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the Southern District purpose of New Yorkany action arising out of or relating to this Warrant brought by any party hereto, and (b) waives any objection which it may have or hereafter agree not to the venue of commence any such suitaction except in the courts described above in Delaware, other than any action in any court of competent jurisdiction to enforce any judgment, decree or proceedingaward rendered by any such court in Delaware as described herein. To the fullest extent permitted by applicable law, each of the parties hereto further agrees that notice as provided herein shall constitute sufficient service of process and the parties hereto further waive any argument that such service is insufficient. To the fullest extent permitted by applicable law, each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action arising out of or relating to this Warrant, (ci) irrevocably consents any claim that it is not personally subject to the jurisdiction of Supreme Court the courts in Delaware as described herein for any reason, (ii) 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 notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) that (A) the State of New York, New York County, or in the United States District Court for the Southern District of New York action in any such suitcourt is brought in an inconvenient forum, (B) the venue of such action is improper or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County(C) this Warrant, or the subject matter hereof, may not be enforced in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed or by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceedingcourts. EACH OF THE COMPANY AND THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES ANDHEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS ANY AND CREDITORS) HEREBY WAIVES ANY ALL RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH RELATING TO THIS WARRANT AND OR THE TRANSACTIONS CONTEMPLATED BY THIS WARRANTHEREBY.

Governing Law; Venue. This All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be deemed to have been executed governed by and delivered construed and enforced in New York and both this Warrant and accordance with the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the internal laws of the State of New York applicable to agreements wholly performed within the borders of such state and Delaware, without regard to the principles of conflicts of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law)law thereof. Each party agrees that all proceedings concerning the interpretations, enforcement and defense of the Holder transactions contemplated by this Warrant (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in Xxxx Arundel County, Maryland. Each party hereto hereby irrevocably submits to the Company: exclusive jurisdiction of the state and federal courts sitting in Xxxx Arundel County, Maryland for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (awith evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The parties hereto hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal suit, action or proceeding arising out of or relating to this Warrant and/or or the transactions contemplated hereby hereby. If any party shall commence a proceeding to enforce any provisions of this Warrant, then the prevailing party in such proceeding shall be instituted exclusively in reimbursed by the Supreme Court other party for its reasonable attorneys fees and other costs and expenses incurred with the investigation, preparation and prosecution of the State of New York, New York County, or in the United States District Court for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT.