Common use of Exclusive Jurisdiction Clause in Contracts

Exclusive Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware) (such courts, the “Chosen Courts”). In addition, each of the parties hereto irrevocably (a) submits itself to the exclusive jurisdiction of the Chosen Courts for the purpose of any Legal Proceeding directly or indirectly based upon, relating to or arising out of this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Agreement or the Subscription in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Legal Proceeding with respect to this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (x) any claim that it is not personally subject to the jurisdiction of the Chosen Courts for any reason other than the failure to serve in accordance with this Section 6(k), (y) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter of this Agreement, may not be enforced in or by such courts. Each of the parties hereto hereby irrevocably consents to service being made through the notice procedures set forth in Section 6(a) and agrees that service of any process, summons, notice or document by email or mail to the respective addresses set forth in Section 6(a) shall be effective service of process for any Legal Proceeding in connection with this Agreement or the Subscription. Nothing in this Section 6(k) shall affect the right of any party hereto to serve legal process in any other manner permitted by Law.

Exclusive Jurisdiction. Each of the parties hereto hereby irrevocably agrees that any Action with respect to this Voting Agreement and unconditionally submits to the exclusive jurisdiction rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Voting Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Chancery of in the State of Delaware Delaware, or if (or in the event, but only in the event, if) that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware) (such courts, the “Chosen Courts”). In addition, each Each of the parties hereto hereby irrevocably (a) submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the exclusive personal jurisdiction of the Chosen Courts for the purpose of any Legal Proceeding directly or indirectly based upon, relating to or arising out of this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts aforesaid courts and (c) agrees that it will not bring any action relating to this Voting Agreement or any of the Subscription transactions contemplated by this Voting Agreement in any court other than the Chosen Courtsaforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Legal Proceeding Action with respect to this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereofVoting Agreement, (xa) any claim that it is not personally subject to the jurisdiction of the Chosen Courts above-named courts for any reason other than the failure to serve in accordance with this Section 6(k)reason, (yb) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in the Chosen Courts such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (zc) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding Action in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding Action is improper or (iii) this Agreement, or the subject matter of this Agreement, may not be enforced in or by such courts. Each of the parties hereto hereby irrevocably consents to service being made through the notice procedures set forth in Section 6(a) and agrees that service of any process, summons, notice or document by email or mail to the respective addresses set forth in Section 6(a) shall be effective service of process for any Legal Proceeding in connection with this Agreement or the Subscription. Nothing in this Section 6(k) shall affect the right of any party hereto to serve legal process in any other manner permitted by Law.

Exclusive Jurisdiction. Each of the parties hereto hereby irrevocably Limited Partners and unconditionally submits the Managing Partner and each Person holding any beneficial interest in the Partnership (whether through a broker, dealer, bank, trust company or clearing corporation or an agent of any of the foregoing or otherwise), to the exclusive jurisdiction fullest extent permitted by law, (i) irrevocably agrees that any claims, suits, actions or proceedings arising out of or relating in any way to this Agreement (including any claims, suits or actions to interpret, apply or enforce (A) the provisions of this Agreement, (B) the duties, obligations or liabilities of the Partnership to the Limited Partners or the Managing Partner, or of Limited Partners or the Managing Partner to the Partnership, or among Partners, (C) the rights or powers of, or restrictions on, the Partnership, the Limited Partners or the Managing Partner, (D) any provision of the Delaware Limited Partnership Act, or (E) any other instrument, document, agreement or certificate contemplated by any provision of the Delaware Limited Partnership Act relating to the Partnership (regardless of whether such claims, suits, actions or proceedings (x) sound in contract, tort, fraud or otherwise, (y) are based on common law, statutory, equitable, legal or other grounds, or (z) are derivative or direct claims)), shall be exclusively brought in the Court of Chancery of the State of Delaware (or in the eventor, but only in the event, that if such court does not have subject matter jurisdiction over such action or proceedingthereof, the Superior Court of any other court in the State of Delaware (Complex Commercial Division) or, if with subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delawarejurisdiction; (ii) (such courts, the “Chosen Courts”). In addition, each of the parties hereto irrevocably (a) submits itself to the exclusive jurisdiction of the Chosen Courts for the purpose of any Legal Proceeding directly or indirectly based upon, relating to or arising out of this Agreement or the Subscription, or any related agreement, certificate or other document delivered such courts in connection therewith with any such claim, suit, action or the negotiationproceeding; (iii) irrevocably agrees not to, executionand waives any right to, interpretation, enforcement or performance hereof or thereof, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Agreement or the Subscription assert in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably waivessuch claim, and agrees not to assertsuit, by way of motion, as a defense, counterclaim action or otherwise, in any Legal Proceeding with respect to this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, proceeding that (xA) any claim that it is not personally subject to the jurisdiction of the Chosen Courts for such courts or any reason other than the failure court to serve which proceedings in accordance with this Section 6(k)such courts may be appealed, (yB) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in the Chosen Courts (whether through service of noticeclaim, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, or (iiC) the venue of such claim, suit, action or proceeding is improper improper; (iv) expressly waives any requirement for the posting of a bond by a party bringing such claim, suit, action or proceeding; (iiiv) this Agreement, or the subject matter of this Agreement, may not be enforced in or by such courts. Each of the parties hereto hereby irrevocably consents to service process being made through served in any such claim, suit, action or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such party at the notice procedures set forth address in Section 6(a) effect for notices hereunder, and agrees that such service of any process, summons, notice or document by email or mail to the respective addresses set forth in Section 6(a) shall be effective constitute good and sufficient service of process for any Legal Proceeding and notice thereof; provided, that nothing in connection with this Agreement or the Subscription. Nothing in this Section 6(kclause (v) hereof shall affect the or limit any right of any party hereto to serve legal process in any other manner permitted by Lawlaw; and (vi) irrevocably waives any and all right to trial by jury in any such claim, suit, action or proceeding.

Exclusive Jurisdiction. Each of the parties hereto hereby irrevocably consents to the exclusive jurisdiction and venue of the courts of the State of Texas in connection with any matter based upon or arising out of this Agreement and the other matters contemplated herein. Each party agrees not to commence any legal proceedings related hereto except in such courts. By execution and delivery of this Agreement, each party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and to the Court appellate courts therefrom solely for the purposes of Chancery disputes arising under this Agreement and not as a general submission to such jurisdiction or with respect to any other dispute, matter or claim whatsoever. The parties hereto irrevocably consent to the service of process out of any of the State of Delaware (or aforementioned courts in the event, but only in the event, that such court does not have subject matter jurisdiction over any such action or proceeding, proceeding by the Superior Court delivery of copies thereof by overnight courier to the State address for such party to which notices are deliverable hereunder. Any such service of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over process shall be effective upon delivery. Nothing herein shall affect the right to serve process in any other manner permitted by applicable law. The parties hereto hereby waive any right to stay or dismiss any action or proceeding is vested exclusively under or in connection with this Agreement brought before the federal foregoing courts on the basis of the United States of America, the United States District Court for the District of Delaware) (such courts, the “Chosen Courts”). In addition, each of the parties hereto irrevocably (a) submits itself to the exclusive jurisdiction of the Chosen Courts for the purpose of any Legal Proceeding directly or indirectly based upon, relating to or arising out of this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Agreement or the Subscription in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Legal Proceeding with respect to this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (x) any claim that it is not personally subject to the jurisdiction of the Chosen Courts above-named courts for any reason other than the failure to serve in accordance with this Section 6(k)reason, (y) any claim or that it or any of its property is exempt or immune from jurisdiction of any the above-described legal process, (b) that such court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) that venue for the venue of such suit, action or proceeding is improper or (iii) that this Agreement, or the subject matter of this Agreement, Agreement may not be enforced in or by such courts. Each of , or (c) any other defense that would hinder or delay the parties hereto hereby irrevocably consents to service being made through the notice procedures set forth in Section 6(a) and agrees that service levy, execution or collection of any process, summons, notice or document by email or mail amount to the respective addresses set forth in Section 6(a) shall be effective service of process for any Legal Proceeding in connection with this Agreement or the Subscription. Nothing in this Section 6(k) shall affect the right of which any party hereto is entitled pursuant to serve legal process in any other manner permitted by Lawfinal judgment of any court having jurisdiction.

Exclusive Jurisdiction. Each of the parties irrevocably agrees that any claim, dispute or controversy (of any and every kind or type, whether based on contract, tort, statute, regulation or otherwise, and whether based on state, federal, foreign or any other law), arising out of, relating to or in connection with this Agreement, or any of the transactions contemplated hereby, and including disputes relating to the existence, validity, breach or termination of this Agreement (any such claim being a “Covered Claim”), may be brought and determined in any federal or state court located in the State of Delaware, and each of the parties hereto hereby irrevocably submits in respect of Covered Claims for itself and unconditionally submits in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal aforesaid courts of the United States of America, the United States District Court for the District of Delaware) (such courts, the “Chosen Courts”). In addition, each of the parties hereto irrevocably (a) submits itself to the exclusive jurisdiction of the Chosen Courts for the purpose of any Legal Proceeding directly or indirectly based upon, relating to or arising out of this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (b) and agrees that it will not attempt to deny or defeat may be served with such personal jurisdiction by motion or other request for leave from legal process at the Chosen Courts address and (c) agrees that it will not bring any action relating to this Agreement or in the Subscription manner set forth in any court other than the Chosen CourtsSection 11.3. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Legal Proceeding with action or proceeding in respect to this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, of Covered Claims (xi) any claim that it is not personally subject to the jurisdiction of the Chosen Courts above-named courts for any reason other than the failure to lawfully serve in accordance with this Section 6(k)process, (yii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in the Chosen Courts such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (ziii ) to the fullest extent permitted by the applicable LawLaws, any claim that (iA) the suit, action or proceeding in any such court is brought in an inconvenient forum, (iiB) the venue of such suit, action or proceeding is improper or and (iiiC) this Agreement, or the subject matter of this Agreementhereof, may not be enforced in or by such courts. Each The parties hereby further agree that New York state or United States Federal courts sitting in the borough of Manhattan, City of New York shall have exclusive jurisdiction over any action brought against any financing source under the parties hereto hereby irrevocably consents to service being made through Spinco Commitment Letter and the notice procedures set forth in Section 6(a) and agrees that service of any process, summons, notice or document by email or mail to the respective addresses set forth in Section 6(a) shall be effective service of process for any Legal Proceeding Spinco Related Letter in connection with the transactions contemplated under this Agreement or the Subscription. Nothing in this Section 6(k) shall affect the right of any party hereto to serve legal process in any other manner permitted by LawAgreement.

Exclusive Jurisdiction. Each of the parties Parties irrevocably agrees that any claim, dispute or controversy (of any and every kind or type, whether based on contract, tort, statute, regulation or otherwise, and whether based on state, federal, foreign or any other law), arising out of, relating to or in connection with this Agreement, the Ancillary Agreements, the documents referred to in this Agreement, or any of the transactions contemplated thereby, and including disputes relating to the existence, validity, breach or termination of this Agreement (any such claim being a “Covered Claim”) may be brought and determined in any of the courts of the State of New York located in the City of New York, Borough of Manhattan, or of the United States of America sitting in the Southern District of New York, and any appellate court from any thereof, and each of the Parties hereto hereby irrevocably submits in respect of Covered Claims for itself and unconditionally submits in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal aforesaid courts of the United States of America, the United States District Court for the District of Delaware) (such courts, the “Chosen Courts”). In addition, each of the parties hereto irrevocably (a) submits itself to the exclusive jurisdiction of the Chosen Courts for the purpose of any Legal Proceeding directly or indirectly based upon, relating to or arising out of this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (b) and agrees that it will not attempt to deny or defeat may be served with such personal jurisdiction by motion or other request for leave from legal process at the Chosen Courts address and (c) agrees that it will not bring any action relating to this Agreement or in the Subscription manner set forth in any court other than the Chosen CourtsSection 5.4. Each of the parties Parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Legal Proceeding with action or proceeding in respect to this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, of Covered Claims (xi) any claim that it is not personally subject to the jurisdiction of the Chosen Courts above-named courts for any reason other than the failure to lawfully serve in accordance with this Section 6(k)process, (yii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in the Chosen Courts such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (ziii) to the fullest extent permitted by the applicable LawLaws, any claim that (iA) the suit, action or proceeding in any such court is brought in an inconvenient forum, (iiB) the venue of such suit, action or proceeding is improper or and (iii) this Agreement, or the subject matter of this Agreementhereof, may not be enforced in or by such courts. Each of the parties hereto hereby irrevocably consents to service being made through the notice procedures set forth in Section 6(a) and agrees that service of any process, summons, notice or document by email or mail to the respective addresses set forth in Section 6(a) shall be effective service of process for any Legal Proceeding in connection with this Agreement or the Subscription. Nothing in this Section 6(k) shall affect the right of any party hereto to serve legal process in any other manner permitted by Law.

Exclusive Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware) (such courts, the “Chosen Courts”). In addition, each of the parties hereto irrevocably (a) submits itself to the exclusive jurisdiction of the Chosen Courts for the purpose of any Legal Proceeding Action directly or indirectly based upon, relating to or arising out of this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Agreement or the Subscription in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Legal Proceeding Action with respect to this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (x) any claim that it is not personally subject to the jurisdiction of the Chosen Courts for any reason other than the failure to serve in accordance with this Section 6(k), (y) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter of this Agreement, may not be enforced in or by such courts. Each of the parties hereto hereby irrevocably consents to service being made through the notice procedures set forth in Section 6(a) and agrees that service of any process, summons, notice or document by email or mail to the respective addresses set forth in Section 6(a) shall be effective service of process for any Legal Proceeding Action in connection with this Agreement or the Subscription. Nothing in this Section 6(k) shall affect the right of any party hereto to serve legal process in any other manner permitted by Law.

Exclusive Jurisdiction. Each Section 11.10. Any claims, suits, actions or proceedings arising under the Securities Act of the parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or in the event1933, but only in the eventas amended, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested shall be exclusively brought in the federal district courts of the United States of America, the United States District Court for the District of Delaware. Each Shareholder and other such persons claiming any interest in any Shares hereby (i) (such courts, the “Chosen Courts”). In addition, each of the parties hereto irrevocably (a) submits itself to the exclusive jurisdiction of the Chosen Courts for the purpose of any Legal Proceeding directly or indirectly based upon, relating to or arising out of this Agreement or the Subscription, or any related agreement, certificate or other document delivered such courts in connection therewith with any such claim, suit, action or the negotiation, execution, interpretation, enforcement or performance hereof or thereofproceeding, (bii) irrevocably agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts to, and (c) agrees that it will not bring waives any action relating to this Agreement or the Subscription right to, assert in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably waivessuch claim, and agrees not to assertsuit, by way of motion, as a defense, counterclaim action or otherwise, in any Legal Proceeding with respect to this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, proceeding that (xA) any claim that it is not personally subject to the jurisdiction of the Chosen Courts for such courts or any reason other than the failure court to serve which proceedings in accordance with this Section 6(k)such courts may be appealed, (yB) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in the Chosen Courts (whether through service of noticeclaim, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, or (iiC) the venue of such claim, suit, action or proceeding is improper or improper, (iii) this Agreement, or the subject matter of this Agreement, may not be enforced in or by such courts. Each of the parties hereto hereby irrevocably consents to service process being made through served in any such claim, suit, action or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such party at the notice procedures set forth address in Section 6(a) effect for notices hereunder, and agrees that such service of any process, summons, notice or document by email or mail to the respective addresses set forth in Section 6(a) shall be effective constitute good and sufficient service of process for any Legal Proceeding and notice thereof; provided, nothing in connection with this Agreement or the Subscription. Nothing in this Section 6(kclause (iii) hereof shall affect the or limit any right of any party hereto to serve legal process in any other manner permitted by Lawlaw, and (iv) irrevocably waives any and all right to trial by jury in any such claim, suit, action or proceeding. Notwithstanding anything to the contrary in this Section 11.10, the Trust may, at its sole discretion, select and/or consent to an alternative forum for any claims, suits, actions or proceedings relating in any way to the Trust.

Exclusive Jurisdiction. Each Subject to Sections 7.4(e) and 7.4(f), each of the parties hereto hereby irrevocably consents to the exclusive jurisdiction and venue of the state courts of the State of Delaware in connection with any matter based upon or arising out of this Agreement and the Transactions or any other matters contemplated herein (or, only if the state courts of the State of Delaware decline to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Subject to Sections 7.4(e) and 7.4(f), each party agrees not to commence any legal proceedings related hereto except in such state courts of the State of Delaware (or, only if the state courts of the State of Delaware decline to accept jurisdiction over a particular matter, in any federal court within the State of Delaware). By execution and delivery of this Agreement, subject to Sections 7.4(e) and 7.4(f), each party hereto and the Stockholders irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and to the Court appellate courts therefrom solely for the purposes of Chancery disputes arising under the this Agreement and not as a general submission to such jurisdiction or with respect to any other dispute, matter or claim whatsoever. The parties hereto and the Stockholders irrevocably consent to the service of process out of any of the State of Delaware (or aforementioned courts in the event, but only in the event, that such court does not have subject matter jurisdiction over any such action or proceeding, proceeding by the Superior Court delivery of copies thereof by overnight courier to the State address for such party to which notices are deliverable hereunder. Any such service of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over process shall be effective upon delivery. Nothing herein shall affect the right to serve process in any other manner permitted by applicable law. The parties hereto and the Stockholders hereby waive any right to stay or dismiss any action or proceeding is vested exclusively under or in the federal courts of the United States of America, the United States District Court for the District of Delaware) (such courts, the “Chosen Courts”). In addition, each of the parties hereto irrevocably (a) submits itself to the exclusive jurisdiction of the Chosen Courts for the purpose of any Legal Proceeding directly or indirectly based upon, relating to or arising out of connection with this Agreement or brought before the Subscription, or any related agreement, certificate or other document delivered in connection therewith or foregoing courts on the negotiation, execution, interpretation, enforcement or performance hereof or thereof, basis of (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Agreement or the Subscription in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Legal Proceeding with respect to this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (xi) any claim that it is not personally subject to the jurisdiction of the Chosen Courts above-named courts for any reason other than the failure to serve in accordance with this Section 6(k)reason, (y) any claim or that it or any of its property is exempt or immune from jurisdiction of any the above-described legal process, (ii) that such court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) that venue for the venue of such suit, action or proceeding is improper or (iii) that this Agreement, or the subject matter of this Agreement, Agreement may not be enforced in or by such courts. Each of , or (iii) any other defense that would hinder or delay the parties hereto hereby irrevocably consents to service being made through the notice procedures set forth in Section 6(a) and agrees that service levy, execution or collection of any process, summons, notice or document by email or mail amount to the respective addresses set forth in Section 6(a) shall be effective service of process for any Legal Proceeding in connection with this Agreement or the Subscription. Nothing in this Section 6(k) shall affect the right of which any party hereto is entitled pursuant to serve legal process in any other manner permitted by Lawfinal judgment of any court having jurisdiction.

Exclusive Jurisdiction. Each of the parties hereto hereby irrevocably consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery in connection with any and all Relevant Matters (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the state of Delaware). Each party agrees not to commence any legal proceedings related to any Relevant Matter except in the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, in any federal court within the state of Delaware). By execution and delivery of this Agreement, each party hereto and the Stockholders irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and to the Court appellate courts therefrom solely for the purposes of Chancery disputes in connection with Relevant Matters and not as a general submission to such jurisdiction or with respect to any other dispute, matter or claim whatsoever. The parties hereto and the Stockholders irrevocably consent to the service of process out of any of the State of Delaware (or aforementioned courts in the event, but only in the event, that such court does not have subject matter jurisdiction over any such action or proceeding, proceeding by the Superior Court delivery of copies thereof by overnight courier to the State address for such party to which notices are deliverable hereunder. Any such service of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over process shall be effective upon delivery. Nothing herein shall affect the right to serve process in any other manner permitted by applicable law. The parties hereto and the Company Holders hereby waive any right to stay or dismiss any action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware) (such courts, the “Chosen Courts”). In addition, each of the parties hereto irrevocably (a) submits itself to the exclusive jurisdiction of the Chosen Courts for the purpose of any Legal Proceeding directly or indirectly based upon, relating to or arising out of this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or with any Relevant Matter brought before the negotiation, execution, interpretation, enforcement or performance hereof or thereof, foregoing courts on the basis of (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Agreement or the Subscription in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Legal Proceeding with respect to this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (xi) any claim that it is not personally subject to the jurisdiction of the Chosen Courts above-named courts for any reason other than the failure to serve in accordance with this Section 6(k)reason, (y) any claim or that it or any of its property is exempt or immune from jurisdiction of any the above-described legal process, (ii) that such court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) that venue for the venue of such suit, action or proceeding is improper or (iii) that this Agreement, or the subject matter of this Agreement, Agreement may not be enforced in or by such courts. Each of , or (iii) any other defense that would hinder or delay the parties hereto hereby irrevocably consents to service being made through the notice procedures set forth in Section 6(a) and agrees that service levy, execution or collection of any process, summons, notice or document by email or mail amount to the respective addresses set forth in Section 6(a) shall be effective service of process for any Legal Proceeding in connection with this Agreement or the Subscription. Nothing in this Section 6(k) shall affect the right of which any party hereto is entitled pursuant to serve legal process in any other manner permitted by Lawfinal judgment of any court having jurisdiction.

Exclusive Jurisdiction. Each Subject to Sections 7.4(e) and 7.4(f), each of the parties hereto hereby irrevocably consents to the exclusive jurisdiction and venue of the state courts of the State of Delaware in connection with any matter based upon or arising out of this Agreement and the Transactions or any other matters contemplated herein (or, only if the state courts of the State of Delaware decline to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Subject to Sections 7.4(e) and 7.4(f), each party agrees not to commence any legal proceedings related hereto except in such state courts of the State of Delaware (or, only if the state courts of the State of Delaware decline to accept jurisdiction over a particular matter, in any federal court within the State of Delaware). By execution and delivery of this Agreement, subject to Sections 7.4(e) and 7.4(f), each party hereto and the Stockholders irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and to the Court appellate courts therefrom solely for the purposes of Chancery disputes arising under the this Agreement and not as a general submission to such jurisdiction or with respect to any other dispute, matter or claim whatsoever. The parties hereto and the Stockholders irrevocably consent to the service of process out of any of the State of Delaware (or aforementioned courts in the event, but only in the event, that such court does not have subject matter jurisdiction over any such action or proceeding, proceeding by the Superior Court delivery of copies thereof by overnight courier to the State address for such party to which notices are deliverable hereunder. Any such service of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over process shall be effective upon delivery. Nothing herein shall affect the right to serve process in any other manner permitted by applicable Legal Requirements. The parties hereto and the Stockholders hereby waive any right to stay or dismiss any action or proceeding is vested exclusively under or in the federal courts of the United States of America, the United States District Court for the District of Delaware) (such courts, the “Chosen Courts”). In addition, each of the parties hereto irrevocably (a) submits itself to the exclusive jurisdiction of the Chosen Courts for the purpose of any Legal Proceeding directly or indirectly based upon, relating to or arising out of connection with this Agreement or brought before the Subscription, or any related agreement, certificate or other document delivered in connection therewith or foregoing courts on the negotiation, execution, interpretation, enforcement or performance hereof or thereof, basis of (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Agreement or the Subscription in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Legal Proceeding with respect to this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (xi) any claim that it is not personally subject to the jurisdiction of the Chosen Courts above-named courts for any reason other than the failure to serve in accordance with this Section 6(k)reason, (y) any claim or that it or any of its property is exempt or immune from jurisdiction of any the above-described legal process, (ii) that such court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) that venue for the venue of such suit, action or proceeding is improper or (iii) that this Agreement, or the subject matter of this Agreement, Agreement may not be enforced in or by such courts. Each of , or (iii) any other defense that would hinder or delay the parties hereto hereby irrevocably consents to service being made through the notice procedures set forth in Section 6(a) and agrees that service levy, execution or collection of any process, summons, notice or document by email or mail amount to the respective addresses set forth in Section 6(a) shall be effective service of process for any Legal Proceeding in connection with this Agreement or the Subscription. Nothing in this Section 6(k) shall affect the right of which any party hereto is entitled pursuant to serve legal process in any other manner permitted by Lawfinal judgment of any court having jurisdiction.

Exclusive Jurisdiction. Each Manager and Member of the parties hereto hereby irrevocably and unconditionally submits Fund, to the exclusive jurisdiction fullest extent permitted by law, including Section 18-109(d) of the Delaware Act, (i) irrevocably agrees that, except for any claims, suits, actions or proceedings arising under the Federal Securities Laws, any claims, suits, actions or proceedings asserting a claim governed by the internal affairs (or similar) doctrine or arising out of or relating in any way to the Fund, the Delaware Act or this Agreement (including, without limitation, any claims, suits, actions or proceedings to interpret, apply or enforce (A) the provisions of this Agreement, or (B) the duties (including fiduciary duties), obligations or liabilities of the Fund to the Managers or the Members, or (C) the rights or powers of, or restrictions on, the Fund, the Managers or the Members, or (D) any provision of the Delaware Act, or (E) any other instrument, document, agreement or certificate contemplated by any provision of the Delaware Act or this Agreement relating in any way to the Fund (regardless, in each case, of whether such claims, suits, actions or proceedings (x) found in contract, tort, fraud or otherwise, (y) are based on common law, statutory, equitable, legal or other grounds, or (z) are derivative or direct claims)), shall be exclusively brought in the Court of Chancery of the State of Delaware (or in the eventor, but only in the event, that if such court does not have subject matter jurisdiction over such action or proceedingthereof, the Superior Court of any other court in the State of Delaware (Complex Commercial Division) or, if with subject matter jurisdiction over jurisdiction, (ii) irrevocably agrees that any claims, suits, actions or proceedings arising under the action or proceeding is vested Federal Securities Laws shall be exclusively brought in the federal district courts of the United States of America, the United States District Court for the District of Delaware(iii) (such courts, the “Chosen Courts”). In addition, each of the parties hereto irrevocably (a) submits itself to the exclusive jurisdiction of the Chosen Courts for the purpose of any Legal Proceeding directly or indirectly based upon, relating to or arising out of this Agreement or the Subscription, or any related agreement, certificate or other document delivered such courts in connection therewith with any such claim, suit, action or the negotiation, execution, interpretation, enforcement or performance hereof or thereofproceeding, (biv) irrevocably agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts to, and (c) agrees that it will not bring waives any action relating to this Agreement or the Subscription right to, assert in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably waivessuch claim, and agrees not to assertsuit, by way of motion, as a defense, counterclaim action or otherwise, in any Legal Proceeding with respect to this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, proceeding that (xA) any claim that it is not personally subject to the jurisdiction of the Chosen Courts for such courts or any reason other than the failure court to serve which proceedings in accordance with this Section 6(k)such courts may be appealed, (yB) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in the Chosen Courts (whether through service of noticeclaim, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, or (iiC) the venue of such claim, suit, action or proceeding is improper or improper, (iiiv) this Agreement, or the subject matter of this Agreement, may not be enforced in or by such courts. Each of the parties hereto hereby irrevocably consents to service process being made through served in any such claim, suit, action or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such party at the notice procedures set forth address in Section 6(a) effect for notices hereunder, and agrees that such service of any process, summons, notice or document by email or mail to the respective addresses set forth in Section 6(a) shall be effective constitute good and sufficient service of process for any Legal Proceeding and notice thereof; provided, nothing in connection with this Agreement or the Subscription. Nothing in this Section 6(kclause (v) hereof shall affect the or limit any right of any party hereto to serve legal process in any other manner permitted by Lawlaw, and (vi) irrevocably waives any and all right to trial by jury in any such claim, suit, action or proceeding. Notwithstanding anything to the contrary in this Section 8.19, the Fund may, at its sole discretion, select and/or consent to an alternative forum for any claims, suits, actions or proceedings relating in any way to the Fund. EACH OF THE UNDERSIGNED ACKNOWLEDGES HAVING READ THIS AGREEMENT IN ITS ENTIRETY BEFORE SIGNING, INCLUDING THE CONFIDENTIALITY CLAUSE SET FORTH IN SECTION 8.11.

Exclusive Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally submits (i) submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of the State of Delaware (or in the event, but only in the event, that such court does not have subject matter Chancery declines to accept jurisdiction over such action or proceedinga particular matter, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts any Federal court of the United States of America, America sitting in the United States District Court for the District State of Delaware) (such courts), the “Chosen Courts”). In additionand any appellate court from any thereof, each of the parties hereto irrevocably (a) submits itself to the exclusive jurisdiction of the Chosen Courts for the purpose of in any Legal Proceeding directly or indirectly based upon, relating to or arising out of this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Agreement or the Subscription 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 for recognition or enforcement of any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably waivesjudgment, and agrees not that all claims in respect of any such Proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to assertaccept jurisdiction over a particular matter, by way any Federal court of motionthe United States of America sitting in the State of Delaware), as a defense(ii) waives, counterclaim to the fullest extent it may legally and effectively do so, any objection which it may now or otherwise, in hereafter have to the laying of venue of any Legal Proceeding with respect arising out of or relating to this Agreement or the Subscriptionnegotiation, 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) in the Delaware Court of Chancery, any Federal court of the United States of America sitting in the State of Delaware, or in any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereofDelaware State court, (xiii) any claim that it is not personally subject to the jurisdiction of the Chosen Courts for any reason other than the failure to serve in accordance with this Section 6(k)waives, (y) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to the fullest extent permitted by the applicable Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any claim that (i) the suit, action or proceeding in such court is brought and (iv) agrees that a final judgment in an inconvenient forum, (ii) the venue of any such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter of this Agreement, shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsLaw. Each of the parties hereto hereby irrevocably consents to service being made through the notice procedures set forth in Section 6(a) and agrees that service of any process, summons, notice or document by email or registered mail addressed to it in compliance with the respective addresses provisions of Section 10.1 of the Merger Agreement and, if to a Holder, to such Holder’s address set forth opposite each such Holder’s name on the Final Spreadsheet, shall, in Section 6(a) shall each case, be effective service of process for any Legal Proceeding in connection with this Agreement or the Subscription. Nothing in this Section 6(k) shall affect the right of any party hereto to serve legal process brought in any other manner permitted by Lawsuch court.

Exclusive Jurisdiction. Each of the parties irrevocably agrees that any claim, dispute or controversy (of any and every kind or type, whether based on contract, tort, statute, regulation or otherwise, and whether based on state, federal, foreign or any other law), arising out of, relating to or in connection with this Agreement, including disputes relating to the existence, validity, breach or termination of this Agreement (any such claim being a “Covered Claim”) may be brought and determined in any federal or state court located in the State of Delaware, and each of the parties hereto hereby irrevocably submits in respect of Covered Claims for itself and unconditionally submits in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware) (such aforesaid courts, the “Chosen Courts”). In addition, each of the parties hereto irrevocably (a) submits itself to the exclusive jurisdiction of the Chosen Courts for the purpose of any Legal Proceeding directly or indirectly based upon, relating to or arising out of this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Agreement or the Subscription in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Legal Proceeding with action or proceeding in respect to this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, of Covered Claims (xa) any claim that it is not personally subject to the jurisdiction of the Chosen Courts above-named courts for any reason other than the failure to lawfully serve in accordance with this Section 6(k)process, (yb) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in the Chosen Courts such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (zc) to the fullest extent permitted by the applicable LawLaws, any claim that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or and (iii) this Agreement, or the subject matter of this Agreementhereof, may not be enforced in or by such courts. Each of the parties hereto hereby irrevocably consents to service being made through the notice procedures set forth in Section 6(a) and agrees that service of any process, summons, notice or document by email or mail to the respective addresses set forth in Section 6(a) shall be effective service of process for any Legal Proceeding in connection with this Agreement or the Subscription. Nothing in this Section 6(k) shall affect the right of any party hereto to serve legal process in any other manner permitted by Law.

Exclusive Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware) (such courts, the “Chosen Courts”). In addition, each of the parties hereto irrevocably (a) submits itself to the exclusive jurisdiction of the Chosen Courts for the purpose of any Legal Proceeding Claim directly or indirectly based upon, relating to or arising out of this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Agreement or the Subscription in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Legal Proceeding Claim with respect to this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (x) any claim that it is not personally subject to the jurisdiction of the Chosen Courts for any reason other than the failure to serve in accordance with this Section 6(k7(k), (y) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter of this Agreement, may not be enforced in or by such courts. Each of the parties hereto hereby irrevocably consents to service being made through the notice procedures set forth in Section 6(a7(a) and agrees that service of any process, summons, notice or document by email or mail to the respective addresses set forth in Section 6(a7(a) shall be effective service of process for any Legal Proceeding Claim in connection with this Agreement or the Subscription. Nothing in this Section 6(k7(k) shall affect the right of any party hereto to serve legal process in any other manner permitted by Law.

Exclusive Jurisdiction. Each Except as otherwise expressly provided in any Ancillary Agreement, each of the parties Parties irrevocably agrees that any claim, dispute or controversy (of any and every kind or type, whether based on Contract, tort, statute, regulation or otherwise, and whether based on state, federal, foreign or any other law), arising out of, relating to or in connection with this Agreement, the Ancillary Agreements, the documents referred to in this Agreement, or any of the transactions contemplated thereby, and including disputes relating to the existence, validity, breach or termination of this Agreement (any such claim being a “Covered Claim”) will be brought and determined in any federal or state court located in the State of Delaware, and each of the Parties hereto hereby irrevocably submits and unconditionally submits consents in respect of Covered Claims for itself and in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal aforesaid courts of the United States of America, the United States District Court for the District of Delaware) (such courts, the “Chosen Courts”). In addition, each of the parties hereto irrevocably (a) submits itself to the exclusive jurisdiction of the Chosen Courts for the purpose of any Legal Proceeding directly or indirectly based upon, relating to or arising out of this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (b) and agrees that it will not attempt to deny or defeat may be served with such personal jurisdiction by motion or other request for leave from legal process at the Chosen Courts address and (c) agrees that it will not bring any action relating to this Agreement or in the Subscription manner set forth in any court other than the Chosen CourtsSection 7.4. Each of the parties Parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Legal Proceeding with Action in respect to this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, of Covered Claims (xa) any claim that it is not personally subject to the jurisdiction of the Chosen Courts above-named courts for any reason other than the failure to lawfully serve in accordance with this Section 6(k)process, (yb) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in the Chosen Courts such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (zc) to the fullest extent permitted by the applicable LawLaws, any claim that (i) the suit, action or proceeding Action in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding Action is improper or and (iii) this Agreement, or the subject matter of this Agreementhereof, may not be enforced in or by such courts. Each of the parties hereto hereby irrevocably consents to service being made through the notice procedures set forth in Section 6(a) and agrees that service of any process, summons, notice or document by email or mail to the respective addresses set forth in Section 6(a) shall be effective service of process for any Legal Proceeding in connection with this Agreement or the Subscription. Nothing in this Section 6(k) shall affect the right of any party hereto to serve legal process in any other manner permitted by Law.

Exclusive Jurisdiction. Each Except as otherwise expressly provided in any Ancillary Agreement, each of the parties hereto Parties hereby irrevocably and unconditionally submits submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, if such court shall not have jurisdiction, any state or federal court of the United States of America sitting in Delaware, and any appellate court from any appeal thereof, in any Legal Proceeding arising out of or relating to this Agreement, the Ancillary Agreements, the documents referred to in this Agreement, or any of the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (or i) agrees not to commence any such Legal Proceeding except in such courts, (ii) agrees that any claim in respect of any such Legal Proceeding may be heard and determined in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of Chancery of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware) (such courts, the “Chosen Courts”). In addition, each of the parties hereto irrevocably (a) submits itself to the exclusive jurisdiction of the Chosen Courts for the purpose of any Legal Proceeding directly extent permitted by Law, in such state or indirectly based upon, relating to or arising out of this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereoffederal court, (biii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Agreement or the Subscription in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Legal Proceeding with respect to this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (x) any claim that it is not personally subject to the jurisdiction fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of the Chosen Courts for any reason other than the failure to serve in accordance with this Section 6(k), (y) any claim that it or its property is exempt or immune from jurisdiction venue of any such court or from any legal process commenced Legal Proceeding in the Chosen Courts (whether through service Court of notice, attachment prior to judgment, attachment in aid Chancery of execution the State of judgment, execution of judgment Delaware or otherwise) such state or federal court and (ziv) waives, to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in defense of an inconvenient forum, (ii) forum to the venue maintenance of such suit, action Legal Proceeding in the Court of Chancery of the State of Delaware or proceeding is improper such state or (iii) this Agreement, or the subject matter of this Agreement, may not be enforced in or by such courtsfederal court. Each of the parties hereto hereby Parties agrees that a final judgment in any such Legal Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. To the fullest extent permitted by Law, each Party irrevocably consents to service being made through of process in the notice procedures set forth manner provided for notices in Section 6(a) and agrees that service of any process, summons, notice or document by email or mail to the respective addresses set forth in Section 6(a) shall be effective service of process for any Legal Proceeding in connection with this Agreement or the Subscription7.5. Nothing in this Section 6(k) Agreement shall affect the right of any party hereto to this Agreement to serve legal process in any other manner permitted by Law.

Exclusive Jurisdiction. Each In any Action between any of the parties hereto hereby Parties arising out of or relating to this Agreement or any of the Transactions, each of the Parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (Delaware, or in the event, event (but only in the event, ) that such court does not have subject matter jurisdiction over such action Action or proceeding, the Superior Court of the State in any state court of Delaware (Complex Commercial Division) or, if subject matter unless the federal courts have exclusive jurisdiction over the action or proceeding is vested exclusively matter, in the federal courts which case each of the United States Parties irrevocably and unconditionally consents and submits to the jurisdiction of America, the United States District Court for the District of Delaware) (such courts, the “Chosen Courts”). In addition, each of the parties hereto irrevocably (a) submits itself to the exclusive jurisdiction of the Chosen Courts for the purpose of any Legal Proceeding directly or indirectly based upon, relating to or arising out of this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, ; (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts such court; and (c) agrees that it will not bring any action relating to this Agreement or the Subscription such Action in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Legal Proceeding with respect to this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (x) any claim that it is not personally subject to the jurisdiction of the Chosen Courts for any reason other than the failure to serve in accordance with this Section 6(k), (y) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter of this Agreement, may not be enforced in or by such courts. Each of the parties hereto hereby irrevocably consents to service being made through the notice procedures set forth in Section 6(a) and agrees that service Service of any process, summons, notice or document by email or mail to any party’s address and in the respective addresses manner set forth in Section 6(a) 9.4 shall be effective service of process for any Legal Proceeding such action. Each of the Parties agrees that the mailing of process or other papers in connection with this Agreement any Action or proceeding in the Subscriptionmanner provided in Section 9.4 or such other manner as may be permitted by requirement of Law shall be valid and sufficient service of process. Nothing Notwithstanding the foregoing in this Section 6(k) shall affect 9.10, a Party may commence any Action or proceeding in a court other than the right above-named courts solely for the purpose of any enforcing an order or judgment issued by one of the above-named courts. Each party hereto to serve legal process further waives any claim and will not assert that venue should properly lie in any other manner permitted by Lawlocation within the selected jurisdiction.

Exclusive Jurisdiction. Each Any legal suit, action or proceeding arising out of the parties hereto or in connection with any Relevant Matter shall be instituted first in, and each party hereby irrevocably and unconditionally submits consents to the exclusive jurisdiction of and venue of, the Court of Chancery of within New Castle County in the State of Delaware (or in and any appellate court thereof located within such county) and to the event, but only in the event, that extent such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware Chancery (Complex Commercial Divisionor appellate court thereof located within such county) or, if subject matter lacks jurisdiction over the action or proceeding is vested exclusively in matter, the federal courts of the United States of America, America located within New Castle County in the United States District Court for the District State of Delaware) (such courts, the “Chosen Courts”). In addition, and each of the parties hereto party irrevocably (a) submits itself to the exclusive jurisdiction of the Chosen Courts for the purpose of any Legal Proceeding directly or indirectly based upon, relating to or arising out of this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Agreement or the Subscription courts in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Legal Proceeding with respect to this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (x) any claim that it is not personally subject to the jurisdiction of the Chosen Courts for any reason other than the failure to serve in accordance with this Section 6(k), (y) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter proceeding. Service of this Agreement, may not be enforced in or by such courts. Each of the parties hereto hereby irrevocably consents to service being made through the notice procedures set forth in Section 6(a) and agrees that service of any process, summons, notice or other document by email or mail to the respective addresses such party’s address set forth in Section 6(a) herein shall be effective service of process for any Legal Proceeding suit, action or other proceeding brought in connection with any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Notwithstanding anything to the contrary in this Agreement, each of the Company (on behalf of itself and on behalf of each of its Subsidiaries), Buyer (on behalf of itself and on behalf of each of its Subsidiaries) and Security Representative (on behalf of itself and the Company Shareholders and other Indemnifying Parties) agrees (for the avoidance of doubt, without affecting the provisions of Section 11.17) that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Financing Source or any Financing Source Related Party in any way relating to this Agreement or any of the Subscription. Nothing in transactions contemplated by this Section 6(k) shall affect the right Agreement, including any dispute arising out of any party hereto to serve legal process or relating in any way to the Financing or the performance thereof, in any forum other manner permitted by Lawthan the United States District Court for the Southern District of New York Federal or, if that court does not have subject matter jurisdiction, the Supreme Court of the State of New York, County of New York (and appellate courts thereof).

Exclusive Jurisdiction. Each Except as otherwise expressly provided in any Ancillary Agreement, each of the parties hereto Parties hereby irrevocably and unconditionally submits submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, if such court shall not have jurisdiction, any state or federal court of the United States of America sitting in Delaware, and any appellate court from any appeal thereof, in any Legal Proceeding arising out of or relating to this Agreement, the Ancillary Agreements, the documents referred to in this Agreement, or any of the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (or i) agrees not to commence any such Legal Proceeding except in such courts, (ii) agrees that any claim in respect of any such Legal Proceeding may be heard and determined in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of Chancery of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware) (such courts, the “Chosen Courts”). In addition, each of the parties hereto irrevocably (a) submits itself to the exclusive jurisdiction of the Chosen Courts for the purpose of any Legal Proceeding directly extent permitted by Law, in such state or indirectly based upon, relating to or arising out of this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereoffederal court, (biii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Agreement or the Subscription in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Legal Proceeding with respect to this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (x) any claim that it is not personally subject to the jurisdiction fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of the Chosen Courts for any reason other than the failure to serve in accordance with this Section 6(k), (y) any claim that it or its property is exempt or immune from jurisdiction venue of any such court or from any legal process commenced Legal Proceeding in the Chosen Courts (whether through service Court of notice, attachment prior to judgment, attachment in aid Chancery of execution the State of judgment, execution of judgment Delaware or otherwise) such state or federal court and (ziv) waives, to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in defense of an inconvenient forum, (ii) forum to the venue maintenance of such suit, action Legal Proceeding in the Court of Chancery of the State of Delaware or proceeding is improper such state or (iii) this Agreement, or the subject matter of this Agreement, may not be enforced in or by such courtsfederal court. Each of the parties hereto hereby Parties agrees that a final judgment in any such Legal 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 irrevocably consents to service being made through of process in the notice procedures set forth manner provided for notices in Section 6(a) and agrees that service of any process, summons, notice or document by email or mail to the respective addresses set forth in Section 6(a) shall be effective service of process for any Legal Proceeding in connection with this Agreement or the Subscription7.5. Nothing in this Section 6(k) Agreement shall affect the right of any party hereto to this Agreement to serve legal process in any other manner permitted by Law.

Exclusive Jurisdiction. (a) Each Party irrevocably agrees that it shall bring any Action (whether in law or in equity and whether based on contract, tort or otherwise) arising out of or relating to this Agreement, any of the parties hereto hereby irrevocably and unconditionally submits to transactions contemplated by this Agreement or any of the exclusive jurisdiction actions of the Parent, Merger Sub or the Company in the negotiation, administration, performance or enforcement hereof or thereof exclusively in the Court of Chancery of the State of Delaware (or located in the eventCity of Wilmington and any State of Delaware appellate court therefrom, but only or to the extent the Court of Chancery of the State of Delaware located in the event, that such court City of Wilmington does not have subject matter jurisdiction or declines to accept personal jurisdiction over such action any Party, any state or proceeding, federal court within the Superior Court City of Wilmington in the State of Delaware and any appellate court therefrom (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware) (such courtscollectively, the “Chosen Courts”). In addition, each of the parties hereto and solely with respect to any such Action, irrevocably (a) submits itself to the exclusive jurisdiction of the Chosen Courts for the purpose of any Legal Proceeding directly or indirectly based upon, relating to or arising out of this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereofCourts, (b) waives any objection to laying venue in any such Action in the Chosen Courts, (c) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party or any of its Affiliates and (d) agrees that service of process upon such Party in any such Action shall be effective if given in accordance with Section 8.5 of this Agreement. Each Party agrees that it will shall not attempt permit any of its Affiliates to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating Action referred to this Agreement in the immediately foregoing sentence, or the Subscription voluntarily support any other Person in bringing any such Action, in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Legal Proceeding with respect to this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (x) any claim that it is not personally subject to the jurisdiction of the Chosen Courts for any reason other than the failure to serve in accordance with this Section 6(k), (y) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter of this Agreement, may not be enforced in or by such courts. Each of the parties hereto hereby irrevocably consents to service being made through the notice procedures set forth in Section 6(a) and agrees that service of any process, summons, notice or document by email or mail to the respective addresses set forth in Section 6(a) shall be effective service of process for any Legal Proceeding in connection with this Agreement or the Subscription. Nothing in this Section 6(k) shall affect the right of any party hereto to serve legal process in any other manner permitted by Law.

Exclusive Jurisdiction. Each Subject to Section 8.4 (including the arbitration provisions of Section 8.4(d)), each of the parties hereto hereby irrevocably and unconditionally submits consents to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware in connection with any Relevant Matter (or in or, only if the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Subject to Section 8.4 (Complex Commercial Division) including the arbitration provisions of Section 8.4(d)), each party agrees not to commence any legal proceedings with respect to a Relevant Matter except in such Court of Chancery (or, only if subject matter the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, in any federal court within the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District State of Delaware) (such courts, the “Chosen Courts”). In additionBy execution and delivery of this Agreement, subject to Section 8.4 (including the arbitration provisions of Section 8.4(d)), each of party hereto and the parties hereto Securityholders irrevocably (a) and unconditionally submits itself to the exclusive jurisdiction of such courts and to the Chosen Courts appellate courts therefrom solely for the purpose purposes of any Legal Proceeding directly or indirectly based upon, relating to or arising out of this Agreement or the Subscription, or any related agreement, certificate or other document delivered disputes in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (b) agrees that it will with any Relevant Matter and not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Agreement or the Subscription in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim general submission to such jurisdiction or otherwise, in any Legal Proceeding with respect to this Agreement any other dispute, matter or claim whatsoever. The parties hereto and the Subscription, Securityholders irrevocably consent to the service of process out of any of the aforementioned courts in any such action or proceeding by the delivery of copies thereof by overnight courier to the address for such party to which notices are deliverable hereunder. Any such service of process shall be effective upon delivery. Nothing herein shall affect the right to serve process in any related agreement, certificate other manner permitted by Law. The parties hereto and the Securityholders hereby waive any right to stay or other document delivered dismiss any action or proceeding in connection therewith or with any Relevant Matter brought before the negotiation, execution, interpretation, enforcement or performance hereof or thereof, foregoing courts on the basis of (xi) any claim that it is not personally subject to the jurisdiction of the Chosen Courts above-named courts for any reason other than the failure to serve in accordance with this Section 6(k), (y) any claim or that it or any of its property is exempt or immune from jurisdiction of any the above-described legal process, (ii) that such court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) that venue for the venue of such suit, action or proceeding is improper or (iii) that this Agreement, or the subject matter of this Agreement, Agreement may not be enforced in or by such courts. Each of , or (iii) any other defense that would hinder or delay the parties hereto hereby irrevocably consents to service being made through the notice procedures set forth in Section 6(a) and agrees that service levy, execution or collection of any process, summons, notice or document by email or mail amount to the respective addresses set forth in Section 6(a) shall be effective service of process for any Legal Proceeding in connection with this Agreement or the Subscription. Nothing in this Section 6(k) shall affect the right of which any party hereto is entitled pursuant to serve legal process in any other manner permitted final judgment of any court having jurisdiction. Notwithstanding the foregoing, all Disputes shall be governed by Lawthe terms of Section 8.4(d).

Exclusive Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally submits consents to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (or in the event, but only in the event, that such court does not have subject connection with any matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware) (such courts, the “Chosen Courts”). In addition, each of the parties hereto irrevocably (a) submits itself to the exclusive jurisdiction of the Chosen Courts for the purpose of any Legal Proceeding directly or indirectly based upon, relating to upon or arising out of this Agreement or and the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction transactions contemplated by motion or other request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Agreement or any other matters contemplated herein (or, only if the Subscription Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each party agrees not to commence any legal proceedings related hereto except in such Court of Chancery (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, in any federal court within the State of Delaware). By execution and delivery of this Agreement, each party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and to the appellate courts therefrom solely for the purposes of disputes arising under the this Agreement and not as a general submission to such jurisdiction or with respect to any other than dispute, matter or claim whatsoever. The parties hereto irrevocably consent to the Chosen Courts. Each service of process out of any of the aforementioned courts in any such action or proceeding by the delivery of copies thereof by overnight courier to the address for such party to which notices are deliverable hereunder. Any such service of process shall be effective upon delivery. Nothing herein shall affect the right to serve process in any other manner permitted by applicable law. The parties hereto hereby irrevocably waives, and agrees not waive any right to assert, by way of motion, as a defense, counterclaim stay or otherwise, dismiss any action or proceeding under or in any Legal Proceeding connection with respect to this Agreement or brought before the Subscription, or any related agreement, certificate or other document delivered in connection therewith or foregoing courts on the negotiation, execution, interpretation, enforcement or performance hereof or thereof, basis of (xa) any claim that it is not personally subject to the jurisdiction of the Chosen Courts above-named courts for any reason other than the failure to serve in accordance with this Section 6(k)reason, (y) any claim or that it or any of its property is exempt or immune from jurisdiction of any the above-described legal process, (b) that such court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) that venue for the venue of such suit, action or proceeding is improper or (iii) that this Agreement, or the subject matter of this Agreement, Agreement may not be enforced in or by such courts. Each of , or (c) any other defense that would hinder or delay the parties hereto hereby irrevocably consents to service being made through the notice procedures set forth in Section 6(a) and agrees that service levy, execution or collection of any process, summons, notice or document by email or mail amount to the respective addresses set forth in Section 6(a) shall be effective service of process for any Legal Proceeding in connection with this Agreement or the Subscription. Nothing in this Section 6(k) shall affect the right of which any party hereto is entitled pursuant to serve legal process in any other manner permitted by Lawfinal judgment of any court having jurisdiction.

Exclusive Jurisdiction. Each Subject to Sections 7.4(e) and 7.4(f), each of the parties hereto hereby irrevocably consents to the exclusive jurisdiction and venue of the state courts of the State of Delaware in connection with any matter based upon or arising out of this Agreement and the Transactions (or, only if the state courts of the State of Delaware decline to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Subject to Sections 7.4(e) and 7.4(f), each party agrees not to commence any legal proceedings related hereto except in such state courts of the State of Delaware (or, only if the state courts of the State of Delaware decline to accept jurisdiction over a particular matter, in any federal court within the State of Delaware). By execution and delivery of this Agreement, subject to Sections 7.4(e) and 7.4(f), each party hereto and the Stockholders irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and to the Court appellate courts therefrom solely for the purposes of Chancery disputes arising under the this Agreement and not as a general submission to such jurisdiction or with respect to any other dispute, matter or claim whatsoever. The parties hereto and the Stockholders irrevocably consent to the service of process out of any of the State of Delaware (or aforementioned courts in the event, but only in the event, that such court does not have subject matter jurisdiction over any such action or proceeding, proceeding by the Superior Court delivery of copies thereof in accordance with the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over notice provisions set forth in this Annex B. Nothing herein shall affect the right to serve process in any other manner permitted by applicable Legal Requirement. The parties hereto and the Stockholders hereby waive any right to stay or dismiss any action or proceeding is vested exclusively under or in connection with this Agreement brought before the federal foregoing courts on the basis of the United States of America, the United States District Court for the District of Delaware) (such courts, the “Chosen Courts”). In addition, each of the parties hereto irrevocably (a) submits itself to the exclusive jurisdiction of the Chosen Courts for the purpose of any Legal Proceeding directly or indirectly based upon, relating to or arising out of this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Agreement or the Subscription in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Legal Proceeding with respect to this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (x) any claim that it is not personally subject to the jurisdiction of the Chosen Courts above-named courts for any reason other than the failure to serve in accordance with this Section 6(k)reason, (y) any claim or that it or any of its property is exempt or immune from jurisdiction of any the above-described legal process, (b) that such court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) that venue for the venue of such suit, action or proceeding is improper or (iii) that this Agreement, or the subject matter of this Agreement, Agreement may not be enforced in or by such courts. Each of , or (c) any other defense that would hinder or delay the parties hereto hereby irrevocably consents to service being made through the notice procedures set forth in Section 6(a) and agrees that service levy, execution or collection of any process, summons, notice or document by email or mail amount to the respective addresses set forth in Section 6(a) shall be effective service of process for any Legal Proceeding in connection with this Agreement or the Subscription. Nothing in this Section 6(k) shall affect the right of which any party hereto is entitled pursuant to serve legal process in any other manner permitted by Lawfinal judgment of any court having jurisdiction.

Exclusive Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally consents to the exclusive jurisdiction and venue of the courts of the State of New York and the United States, in each case, located in the County of New York, in connection with any matter based upon or arising out of this Agreement, the Purchase, the other Transactions or any other matters contemplated herein. Each party agrees not to commence any legal proceedings related hereto except in such court. By execution and delivery of this Agreement, each party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and to the Court appellate courts therefrom solely for the purposes of Chancery disputes arising under this Agreement and not as a general submission to such jurisdiction or with respect to any other dispute, matter or claim whatsoever. The parties hereto irrevocably consent to the service of process out of any of the State of Delaware (or aforementioned courts in the event, but only in the event, that such court does not have subject matter jurisdiction over any such action or proceeding, proceeding by the Superior Court delivery of copies thereof by overnight courier to the State address for such party to which notices are deliverable hereunder. Any such service of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over process shall be effective upon delivery. Nothing herein shall affect the right to serve process in any other manner permitted by Legal Requirement. The parties hereto hereby waive any right to stay or dismiss any action or proceeding is vested exclusively under or in connection with this Agreement brought before the federal foregoing courts on the basis of the United States of America, the United States District Court for the District of Delaware) (such courts, the “Chosen Courts”). In addition, each of the parties hereto irrevocably (a) submits itself to the exclusive jurisdiction of the Chosen Courts for the purpose of any Legal Proceeding directly or indirectly based upon, relating to or arising out of this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Agreement or the Subscription in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Legal Proceeding with respect to this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (x) any claim that it is not personally subject to the jurisdiction of the Chosen Courts above-named courts for any reason other than the failure to serve in accordance with this Section 6(k)reason, (y) any claim or that it or any of its property is exempt or immune from jurisdiction of any such court or from any the above-described legal process commenced in the Chosen Courts or (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwiseb) and (z) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, such action or proceeding in such court is brought in an inconvenient forum, (ii) that venue for the venue of such suit, action or proceeding is improper or (iii) that this Agreement, or the subject matter of this Agreement, Agreement may not be enforced in or by such courts. Each of the parties hereto hereby irrevocably consents to service being made through the notice procedures set forth in Section 6(a) and agrees that service of any process, summons, notice or document by email or mail to the respective addresses set forth in Section 6(a) shall be effective service of process for any Legal Proceeding in connection with this Agreement or the Subscription. Nothing in this Section 6(k) shall affect the right of any party hereto to serve legal process in any other manner permitted by Law.

Exclusive Jurisdiction. Each of the parties hereto hereby irrevocably consents to the exclusive jurisdiction and venue of the state courts of the State of Delaware in connection with any matter based upon or arising out of this Agreement and the Transactions or any other matters contemplated herein (or, only if the state courts of the State of Delaware decline to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each party agrees not to commence any legal proceedings related hereto except in such state courts of the State of Delaware (or, only if the state courts of the State of Delaware decline to accept jurisdiction over a particular matter, in any federal court within the State of Delaware). By execution and delivery of this Agreement, each party hereto and the Company Holders irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and to the Court appellate courts therefrom solely for the purposes of Chancery disputes arising under this Agreement and not as a general submission to such jurisdiction or with respect to any other dispute, matter or claim whatsoever. The parties hereto and the Company Holders irrevocably consent to the service of process out of any of the State of Delaware (or aforementioned courts in the event, but only in the event, that such court does not have subject matter jurisdiction over any such action or proceeding, proceeding by the Superior Court delivery of copies thereof by overnight courier to the State address for such party to which notices are deliverable hereunder. Any such service of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over process shall be effective upon delivery. Nothing herein shall affect the right to serve process in any other manner permitted by applicable law. The parties hereto and the Company Holders hereby waive any right to stay or dismiss any action or proceeding is vested exclusively under or in the federal courts of the United States of America, the United States District Court for the District of Delaware) (such courts, the “Chosen Courts”). In addition, each of the parties hereto irrevocably (a) submits itself to the exclusive jurisdiction of the Chosen Courts for the purpose of any Legal Proceeding directly or indirectly based upon, relating to or arising out of connection with this Agreement or brought before the Subscription, or any related agreement, certificate or other document delivered in connection therewith or foregoing courts on the negotiation, execution, interpretation, enforcement or performance hereof or thereof, basis of (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Agreement or the Subscription in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Legal Proceeding with respect to this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (xi) any claim that it is not personally subject to the jurisdiction of the Chosen Courts above-named courts Table of Contents for any reason other than the failure to serve in accordance with this Section 6(k)reason, (y) any claim or that it or any of its property is exempt or immune from jurisdiction of any the above-described legal process, (ii) that such court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) that venue for the venue of such suit, action or proceeding is improper or (iii) that this Agreement, or the subject matter of this Agreement, Agreement may not be enforced in or by such courts. Each of , or (iii) any other defense that would hinder or delay the parties hereto hereby irrevocably consents to service being made through the notice procedures set forth in Section 6(a) and agrees that service levy, execution or collection of any process, summons, notice or document by email or mail amount to the respective addresses set forth in Section 6(a) shall be effective service of process for any Legal Proceeding in connection with this Agreement or the Subscription. Nothing in this Section 6(k) shall affect the right of which any party hereto is entitled pursuant to serve legal process in any other manner permitted by Lawfinal judgment of any court having jurisdiction.

Exclusive Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally submits submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or in the eventor, but only in the eventif under applicable law, that such court does not have subject matter exclusive jurisdiction over such action or proceedingmatters is vested in the Federal courts, the Superior Court of any Federal court located in the State of Delaware (Complex Commercial Division) orDelaware, if subject matter jurisdiction over the and any appellate court from any thereof, in any action or proceeding is vested exclusively arising out of or relating to this Agreement or the agreements delivered in connection herewith or the federal courts transactions contemplated hereby or thereby or for recognition or enforcement of the United States of Americaany judgment relating thereto, the United States District Court for the District of Delaware) (such courts, the “Chosen Courts”). In addition, and each of the parties hereto hereby irrevocably and unconditionally (a) submits itself agrees not to the exclusive jurisdiction of the Chosen Courts for the purpose of commence any Legal Proceeding directly such action or indirectly based upon, relating to or arising out of this Agreement or the Subscription, or any related agreement, certificate or other document delivered proceeding except in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereofsuch courts, (b) agrees that it will not attempt any claim in respect of any such action or proceeding may be heard and determined in such Court of Chancery or, to deny or defeat the extent required by law, in such personal jurisdiction by motion or other request for leave from the Chosen Courts and Federal court, (c) agrees that waives, to the fullest extent it will not bring may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action relating to this Agreement or the Subscription proceeding in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably such court, and (d) waives, and agrees not to assert, the fullest extent permitted by way of motion, as a defense, counterclaim or otherwise, in any Legal Proceeding with respect to this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereoflaw, (x) any claim that it such party is not personally subject to the jurisdiction of the Chosen Courts for any reason other than the failure to serve in accordance with this Section 6(k)such court, (y) any claim that it or its such party and such party’s property is exempt or immune from jurisdiction of any such court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) issued by any such court and (z) the defense of an inconvenient forum to the fullest extent permitted by the applicable Law, any claim that (i) the suit, maintenance of such action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter of this Agreement, may not be enforced in or by such courtscourt. Each of the parties hereto hereby agrees 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 law. Each party irrevocably consents to service being made through of process in the notice procedures set forth manner provided for notices in Section 6(a) and agrees that service of any process, summons, notice or document by email or mail to the respective addresses set forth in Section 6(a) shall be effective service of process for any Legal Proceeding in connection with this Agreement or the Subscription7.2. Nothing in this Section 6(k) shall Agreement will affect the right of any party hereto to serve legal process in any other manner permitted by Lawlaw.

Exclusive Jurisdiction. Each of the parties hereto hereby Parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement or for recognition and unconditionally submits to the exclusive jurisdiction enforcement of any judgment in respect hereof brought by any other party or its successors or assigns may be brought and determined by the Court of Chancery of the State of Delaware (or if jurisdiction is not proper in the eventsuch court, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware (Complex Commercial Division) orseated in New Castle County Delaware, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware) (such courts, the “Chosen Courts”). In addition, and each of the parties hereto Parties hereby irrevocably (a) submits itself to the exclusive jurisdiction of the Chosen Courts aforesaid court for the purpose of itself and with respect to its property, generally and unconditionally, with regard to any Legal Proceeding directly such action or indirectly based upon, relating to or proceeding arising out of this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any action, suit or the Subscription proceeding relating thereto except in any court other than the Chosen Courtssuch courts). Each of the parties hereto Parties further agrees to accept service of process in any manner permitted by such court. Each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, motion or as a defense, counterclaim or otherwise, in any Legal Proceeding with respect action or proceeding arising out of or relating to this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereoftransactions contemplated hereby, (xi) any claim that it is not personally subject to the jurisdiction of the Chosen Courts above-named courts for any reason other than the failure lawfully to serve in accordance with this Section 6(k)process, (yii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in the Chosen Courts such court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (ziii) to the fullest extent permitted by the applicable Law, any claim that (iA) the suit, action or proceeding in any such court is brought in an inconvenient forum, (iiB) the venue of such suit, action or proceeding is improper or (iiiC) this Agreement, or the subject matter of this Agreementhereof, may not be enforced in or by such courts. Each of the parties hereto hereby irrevocably consents to service being made through the notice procedures set forth in Section 6(a) and agrees that service of any process, summons, notice or document by email or mail to the respective addresses set forth in Section 6(a) shall be effective service of process for any Legal Proceeding in connection with this Agreement or the Subscription. Nothing in this Section 6(k) shall affect the right of any party hereto to serve legal process in any other manner permitted by Law.

Exclusive Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally submits consents to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware in connection with any Relevant Matter (or in or, only if the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each party agrees not to commence any legal proceedings with respect to a Relevant Matter except in such Court of Chancery (Complex Commercial Division) or, only if subject matter the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, in any federal court within the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District State of Delaware) (such courts, the “Chosen Courts”). In additionBy execution and delivery of this Agreement, each of the parties hereto Acquiror and the Holder irrevocably (a) and unconditionally submits itself to the exclusive jurisdiction of such courts and to the Chosen Courts appellate courts therefrom solely for the purpose purposes of disputes in connection with any Relevant Matter and not as a general submission to such jurisdiction or with respect to any other dispute, matter or claim whatsoever. The parties hereto irrevocably consent to the service of process out of any Legal Proceeding directly or indirectly based upon, relating to or arising out of this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Agreement or the Subscription aforementioned courts in any court such action or proceeding by the delivery of copies thereof by overnight courier to the address for such party to which notices are deliverable hereunder. Any such service of process shall be effective upon delivery. Nothing herein shall affect the right to serve process in any other than the Chosen Courtsmanner permitted by Law. Each of the The parties hereto hereby irrevocably waives, and agrees not waive any right to assert, by way of motion, as a defense, counterclaim stay or otherwise, in dismiss any Legal Proceeding with respect to this Agreement action or the Subscription, or any related agreement, certificate or other document delivered proceeding in connection therewith or with any Relevant Matter brought before the negotiation, execution, interpretation, enforcement or performance hereof or thereof, foregoing courts on the basis of (xa) any claim that it is not personally subject to the jurisdiction of the Chosen Courts above-named courts for any reason other than the failure to serve in accordance with this Section 6(k), (y) any claim or that it or any of its property is exempt or immune from jurisdiction of any the above-described legal process, (b) that such court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) that venue for the venue of such suit, action or proceeding is improper or (iii) that this Agreement, or the subject matter of this Agreement, Agreement may not be enforced in or by such courts. Each of , or (c) any other defense that would hinder or delay the parties hereto hereby irrevocably consents to service being made through the notice procedures set forth in Section 6(a) and agrees that service levy, execution or collection of any process, summons, notice or document by email or mail amount to the respective addresses set forth in Section 6(a) shall be effective service of process for any Legal Proceeding in connection with this Agreement or the Subscription. Nothing in this Section 6(k) shall affect the right of which any party hereto is entitled pursuant to serve legal process in any other manner permitted by Lawfinal judgment of any court having jurisdiction.

Exclusive Jurisdiction. Each Subject to Section 6.9, in any action or Legal Proceeding arising out of or relating to this Agreement or the Transactions (including any amount due or payable in connection therewith or any matter arising out of or relating to the termination of either of them), each of the parties hereto hereby Parties irrevocably and unconditionally unconditionally: (i) consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (or in the eventand any state appellate court therefrom or, but only in the event, that if such court does not have lacks subject matter jurisdiction over such action jurisdiction, any other state or proceeding, the Superior Court of federal court in the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware) (such courts, the “Chosen Courts”). In addition, each of the parties hereto irrevocably ; (a) submits itself to the exclusive jurisdiction of the Chosen Courts for the purpose of any Legal Proceeding directly or indirectly based upon, relating to or arising out of this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (bii) agrees that it will shall not attempt to deny or defeat such personal jurisdiction of such Chosen Court by motion or motion, other request for leave from the Chosen Courts and leave, or other Legal Proceeding; (ciii) agrees that it will not bring any action Legal Proceeding arising out of or relating to this Agreement or the Subscription Transactions shall be brought, tried, and determined only in the Chosen Courts; (iv) waives any claim of improper venue or any claim that the appropriate Chosen Court is an inconvenient forum; and (v) agrees that it shall not bring any Legal Proceeding arising out of or relating to this Agreement or the Transactions in any court or elsewhere other than the Chosen Courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Legal Proceeding with respect to this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (x) any claim that it is not personally subject to the jurisdiction of the Chosen Courts for any reason other than the failure to serve in accordance with this Section 6(k), (y) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter of this Agreement, may not be enforced in or by such courts. Each of the parties hereto hereby Parties irrevocably consents to service being made through the notice procedures set forth in Section 6(a) and agrees that service of any process, summons, notice or document by email or mail to the respective addresses set forth in Section 6(a) shall be effective service of process in the same manner as for any Legal Proceeding in connection with this Agreement the giving of notices under Section 6.2 or the Subscription. Nothing in this Section 6(k) shall affect the right of any party hereto to serve legal process in any other manner permitted by applicable Law. A final judgment in any action or Legal Proceeding commenced in accordance with this section 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 that nothing in the foregoing shall restrict any party’s right to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment.

Exclusive Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally submits consents to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (and any appellate court therefrom in connection with any matter based upon, arising out of or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceedingrelating to this Agreement, the Superior Transactions or any other matters contemplated herein (or, only 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 and any appellate court therefrom). Each party agrees not to commence any Actions related hereto except in such court (Complex Commercial Division) or, only if subject matter the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, in any federal court within the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District State of Delaware) (such courts, the “Chosen Courts”). In additionBy execution and delivery of this Agreement, each of party hereto and the parties hereto Stockholders irrevocably (a) submits itself and unconditionally submit to the exclusive jurisdiction of such courts and to the Chosen Courts appellate courts therefrom solely for the purpose purposes of any Legal Proceeding directly disputes arising under or indirectly based upon, relating to or arising out of this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Agreement or the Subscription in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim general submission to such jurisdiction or otherwise, in any Legal Proceeding with respect to any other dispute, matter or claim whatsoever. The parties hereto and the Stockholders irrevocably consent to the service of process out of any of the aforementioned courts in any such Action by the delivery of copies thereof by overnight courier to the address for such party to which notices are deliverable hereunder. Any such service of process shall be effective upon delivery. Nothing herein shall affect the right to serve process in any other manner permitted by applicable law. The parties hereto and the Stockholders hereby waive any right to stay or dismiss any Action under or in connection with this Agreement or brought before the Subscription, or any related agreement, certificate or other document delivered in connection therewith or foregoing courts on the negotiation, execution, interpretation, enforcement or performance hereof or thereof, basis of (xa) any claim that it is not personally subject to the jurisdiction of the Chosen Courts above-named courts for any reason other than the failure to serve in accordance with this Section 6(k)reason, (y) any claim or that it or any of its property is exempt or immune from jurisdiction of any the above-described legal process, (b) that such court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court Action is brought in an inconvenient forum, (ii) that venue for the venue of such suit, action or proceeding Action is improper or (iii) that this Agreement, or the subject matter of this Agreement, Agreement may not be enforced in or by such courts. Each of , or (c) any other defense that would hinder or delay the parties hereto hereby irrevocably consents to service being made through the notice procedures set forth in Section 6(a) and agrees that service levy, execution or collection of any process, summons, notice or document by email or mail amount to the respective addresses set forth in Section 6(a) shall be effective service of process for any Legal Proceeding in connection with this Agreement or the Subscription. Nothing in this Section 6(k) shall affect the right of which any party hereto is entitled pursuant to serve legal process in any other manner permitted by Lawfinal judgment of any court having jurisdiction.

Exclusive Jurisdiction. Each Subject to Section 9.4, each of the parties hereto hereby irrevocably consents to the exclusive jurisdiction and venue of any court within the State of New York in connection with any matter based upon or arising out of this Agreement, the Purchase, the other Transactions or any other matters contemplated herein. Subject to Section 9.4, each party agrees not to commence any legal proceedings related hereto except in such court. By execution and delivery of this Agreement, subject to Section 9.4, each party hereto and Indemnifying Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and to the Court appellate courts therefrom solely for the purposes of Chancery disputes arising under this Agreement and not as a general submission to such jurisdiction or with respect to any other dispute, matter or claim whatsoever. The parties hereto and the Indemnifying Party irrevocably consent to the service of process out of any of the State of Delaware (or aforementioned courts in the event, but only in the event, that such court does not have subject matter jurisdiction over any such action or proceeding, proceeding by the Superior Court delivery of the State of Delaware copies thereof by overnight courier (Complex Commercial Division) or, if subject matter jurisdiction over overnight courier is not permitted under the Legal Requirements applicable to such Indemnifying Party, in such other manner as permitted under applicable Legal Requirements) to the address for such party to which notices are deliverable hereunder. Any such service of process shall be effective upon delivery. Nothing herein shall affect the right to serve process in any other manner permitted by the applicable Legal Requirements. The parties hereto and the Indemnifying Party hereby waive any right to stay or dismiss any action or proceeding is vested exclusively under or in connection with this Agreement brought before the federal foregoing courts on the basis of the United States of America, the United States District Court for the District of Delaware) (such courts, the “Chosen Courts”). In addition, each of the parties hereto irrevocably (a) submits itself to the exclusive jurisdiction of the Chosen Courts for the purpose of any Legal Proceeding directly or indirectly based upon, relating to or arising out of this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Agreement or the Subscription in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Legal Proceeding with respect to this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (x) any claim that it is not personally subject to the jurisdiction of the Chosen Courts above-named courts for any reason other than the failure to serve in accordance with this Section 6(k)reason, (y) any claim or that it or any of its property is exempt or immune from jurisdiction of any the above-described legal process, (b) that such court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) that venue for the venue of such suit, action or proceeding is improper or (iii) that this Agreement, or the subject matter of this Agreement, Agreement may not be enforced in or by such courts. Each of , or (c) any other defense that would hinder or delay the parties hereto hereby irrevocably consents to service being made through the notice procedures set forth in Section 6(a) and agrees that service levy, execution or collection of any process, summons, notice or document by email or mail amount to the respective addresses set forth in Section 6(a) shall be effective service of process for any Legal Proceeding in connection with this Agreement or the Subscription. Nothing in this Section 6(k) shall affect the right of which any party hereto is entitled pursuant to serve legal process in any other manner permitted by Lawfinal judgment of any court having jurisdiction.

Exclusive Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally submits (i) agrees that any suit, action, or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement shall be brought only to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or in or, if the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of Chancery of the State of Delaware (Complex Commercial Division) orlacks jurisdiction, if subject matter jurisdiction over the action state or proceeding is vested exclusively federal courts in the federal courts of the United States of America, the United States District Court for the District State of Delaware; (ii) (such courts, the “Chosen Courts”). In addition, each of the parties hereto irrevocably (a) submits itself consents to the exclusive jurisdiction of such courts (and of the Chosen Courts for appropriate appellate courts therefrom) in any such suit, action, or proceeding and irrevocably agrees not to commence any litigation relating thereto except in the purpose court identified in accordance with clause (i) hereof and further waives any objection to the laying of venue of any Legal Proceeding directly such litigation in such court; and (iii) agrees not to plead or indirectly based uponclaim in such court that such litigation brought therein has been brought in an inconvenient forum. Each of the parties hereto agrees that, relating to or arising out after a legal dispute is before a court as specified in this section, and during the pendency of this Agreement or the Subscriptionsuch dispute before such court, all actions, suits, or proceedings with respect to such dispute or any related agreementother dispute, certificate including without limitation, any counterclaim, cross-claim, or other document delivered interpleader, shall be subject to the exclusive jurisdiction of such court. Process in connection therewith any such suit, action, or proceeding may be served on any party hereto anywhere in the negotiationworld, execution, interpretation, enforcement whether within or performance hereof or thereof, (b) without the jurisdiction of any such court. Each of the parties hereto agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Agreement or the Subscription a final judgment in any court action, suit, or proceeding described in this subsection after the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and may be enforced in other than jurisdictions by suit on the Chosen Courtsjudgment or in any other manner provided by applicable laws. Each of the parties hereto hereby irrevocably waivesknowingly, voluntarily and agrees not intentionally waives all rights to assert, trial by way of motion, as a defense, counterclaim or otherwise, jury in any Legal Proceeding with respect to this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (x) any claim that it is not personally subject to the jurisdiction of the Chosen Courts for any reason other than the failure to serve in accordance with this Section 6(k), (y) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in instituted by or against such court is brought in an inconvenient forum, (ii) the venue of such suit, action party which pertains directly or proceeding is improper or (iii) indirectly to this Agreement, or the subject matter of this Agreement, may not be enforced in or by such courts. Each of the parties hereto hereby irrevocably consents to service being made through the notice procedures set forth in Section 6(a) and agrees that service of any process, summons, notice or document by email or mail to the respective addresses set forth in Section 6(a) shall be effective service of process for any Legal Proceeding in connection with this Agreement or the Subscription. Nothing in this Section 6(k) shall affect the right of any party hereto to serve legal process in any other manner permitted by Law.

Exclusive Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally submits With respect to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or in the event, but only in the event, that such court does not have subject any matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware) (such courts, the “Chosen Courts”). In addition, each of the parties hereto irrevocably (a) submits itself to the exclusive jurisdiction of the Chosen Courts for the purpose of any Legal Proceeding directly or indirectly based upon, relating to upon or arising out of this Agreement or the Subscriptiontransactions contemplated hereby that seeks temporary or injunctive relief or specific performance, or any related agreement, certificate or other document delivered each of the parties (a) irrevocably consents to the exclusive jurisdiction and venue of the state courts of the State of Delaware located in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereofNew Castle County, (b) agrees that it will not attempt to deny or defeat process may be served upon them in any manner authorized by the laws of the State of Delaware for such personal jurisdiction by motion or other request for leave from the Chosen Courts and persons, (c) waives the defense of an inconvenient forum and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process, and (d) agrees that it will a final judgment in such legal proceeding shall be final, binding and enforceable in any court of competent jurisdiction. Each party agrees not bring to commence any action legal proceedings subject to this Section 18.5.2 except in such courts. Binding Arbitration. Each party irrevocably agrees and acknowledges that, subject only to Section 18.5.2 above, any claim, dispute, controversy or other matter based upon, arising out of or relating to this Agreement or the Subscription in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably waivestransactions contemplated hereby, and agrees not to assert, by way of motion, including (i) as a defense, counterclaim or otherwise, in any Legal Proceeding with respect to this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (x) any claim that it is not personally subject to the jurisdiction of the Chosen Courts for any reason other than the failure to serve in accordance with this Section 6(k)existence, (y) any claim that it validity, enforceability or its property is exempt or immune from jurisdiction interpretation of any such court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forumclaim, (ii) the venue performance, breach, waiver or termination of such suitany provision in dispute, action or proceeding is improper or (iii) this Agreementany such claim in tort, or the subject matter (iv) any such claim raising questions of law, in each case, whether arising before or after termination of this AgreementAgreement (each a “Disputed Claim”), may not shall be enforced resolved, as between the parties, exclusively and solely by binding arbitration in or accordance with Section 18.5.4. Any Disputed Claim shall be resolved exclusively and solely by such courts. Each binding arbitration pursuant to the Commercial Arbitration Rules of the parties hereto hereby irrevocably consents to service being made through American Arbitration Association (the notice procedures set forth in Section 6(a“Rules”) and agrees that service in accordance with the following: (a) there shall be three (3) arbitrators, one of any processwhom shall be a member of the American College of Trial Lawyers (who shall chair the arbitration panel) and one of whom shall be a certified public accountant; (b) the arbitration shall take place in Wilmington, summonsDelaware, notice or document by email or mail and in no other place; (c) the arbitration shall be conducted in accordance with the procedural laws of the U.S. Federal Arbitration Act, to the respective addresses set forth in extent not inconsistent with the Rules or this Section 6(a18.5.4; (d) subject to legal privileges, each party shall be effective service entitled to conduct discovery in accordance with the Federal Rules of process for any Legal Proceeding Civil Procedure; (e) at the arbitration hearing, each party shall be permitted to make written and oral presentations to the arbitration panel, to present testimony and written evidence and to examine witnesses; (f) the arbitration panel shall have the power to grant temporary or permanent injunctive relief and to order specific performance; (g) the arbitration panel shall have the power to order either party to pay, or to allocate between the parties, the fees and expenses of the arbitrators and of the American Arbitration Association and to order either party to pay all or a portion of the other party’s attorneys’ fees and expenses incurred in connection with this Agreement or a Disputed Claim and the Subscription. Nothing in this Section 6(karbitration; and (h) the arbitration panel shall affect issue a written decision explaining the right of any party hereto bases for the final ruling, and such decision shall be final and binding on the parties hereto, and not subject to serve legal process appeal, and enforceable in any other manner permitted by Lawcourt of competent jurisdiction.

Exclusive Jurisdiction. Each of the parties hereto hereby irrevocably consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery in connection with any matter based upon or arising out of this Agreement, the Merger and the other Transactions or any other matters contemplated herein (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the state of Delaware). Each party agrees not to commence any legal proceedings related hereto except in the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, in any federal court within the state of Delaware). By execution and delivery of this Agreement, each party hereto and the Stockholders irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and to the Court appellate courts therefrom solely for the purposes of Chancery disputes arising under the this Agreement and not as a general submission to such jurisdiction or with respect to any other dispute, matter or claim whatsoever. The parties hereto and the Stockholders irrevocably consent to the service of process out of any of the State of Delaware (or aforementioned courts in the event, but only in the event, that such court does not have subject matter jurisdiction over any such action or proceeding, proceeding by the Superior Court delivery of copies thereof by overnight courier to the State address for such party to which notices are deliverable hereunder. Any such service of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over process shall be effective upon delivery. Nothing herein shall affect the right to serve process in any other manner permitted by applicable law. The parties hereto and the Stockholders hereby waive any right to stay or dismiss any action or proceeding is vested exclusively under or in the federal courts of the United States of America, the United States District Court for the District of Delaware) (such courts, the “Chosen Courts”). In addition, each of the parties hereto irrevocably (a) submits itself to the exclusive jurisdiction of the Chosen Courts for the purpose of any Legal Proceeding directly or indirectly based upon, relating to or arising out of connection with this Agreement or brought before the Subscription, or any related agreement, certificate or other document delivered in connection therewith or foregoing courts on the negotiation, execution, interpretation, enforcement or performance hereof or thereof, basis of (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Agreement or the Subscription in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Legal Proceeding with respect to this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (xi) any claim that it is not personally subject to the jurisdiction of the Chosen Courts above-named courts for any reason other than the failure to serve in accordance with this Section 6(k)reason, (y) any claim or that it or any of its property is exempt or immune from jurisdiction of any the above-described legal process, (ii) that such court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) that venue for the venue of such suit, action or proceeding is improper or (iii) that this Agreement, or the subject matter of this Agreement, Agreement may not be enforced in or by such courts. Each of , or (iii) any other defense that would hinder or delay the parties hereto hereby irrevocably consents to service being made through the notice procedures set forth in Section 6(a) and agrees that service levy, execution or collection of any process, summons, notice or document by email or mail amount to the respective addresses set forth in Section 6(a) shall be effective service of process for any Legal Proceeding in connection with this Agreement or the Subscription. Nothing in this Section 6(k) shall affect the right of which any party hereto is entitled pursuant to serve legal process in any other manner permitted by Lawfinal judgment of any court having jurisdiction.

Exclusive Jurisdiction. Each Subject to Sections 7.4(d) and 7.4(e), each of the parties hereto hereby irrevocably consents to the exclusive jurisdiction and venue of the state courts of the State of Delaware in connection with any matter based upon or arising out of this Agreement and the Transactions or any other matters contemplated herein (or, only if the state courts of the State of Delaware decline to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Subject to Sections 7.4(a) and 7.4(d), each party agrees not to commence any legal proceedings related hereto except in such state courts of the State of Delaware (or, only if the state courts of the State of Delaware decline to accept jurisdiction over a particular matter, in any federal court within the State of Delaware). By execution and delivery of this Agreement, subject to Sections 7.4(d) and 7.4(e), each party hereto and the Holders irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and to the Court of Chancery of the State of Delaware (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal appellate courts of the United States of America, the United States District Court therefrom solely for the District purposes of Delaware) (such courts, disputes arising under the “Chosen Courts”). In addition, each of the parties hereto irrevocably (a) submits itself to the exclusive jurisdiction of the Chosen Courts for the purpose of any Legal Proceeding directly or indirectly based upon, relating to or arising out of this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (b) agrees that it will and not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Agreement or the Subscription in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim general submission to such jurisdiction or otherwise, in any Legal Proceeding with respect to any other dispute, matter or claim whatsoever. The parties hereto and the Holders irrevocably consent to the service of process out of any of the aforementioned courts in any such Action by the delivery of copies thereof by overnight courier to the address for such party to which notices are deliverable hereunder. Any such service of process shall be effective upon delivery. Nothing herein shall affect the right to serve process in any other manner permitted by applicable Legal Requirement. The parties hereto and the Holders hereby waive any right to stay or dismiss any Action under or in connection with this Agreement or brought before the Subscription, or any related agreement, certificate or other document delivered in connection therewith or foregoing courts on the negotiation, execution, interpretation, enforcement or performance hereof or thereof, basis of (xa) any claim that it is not personally subject to the jurisdiction of the Chosen Courts above-named courts for any reason other than the failure to serve in accordance with this Section 6(k)reason, (y) any claim or that it or any of its property is exempt or immune from jurisdiction of any the above-described legal process, (b) that such court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court Action is brought in an inconvenient forum, (ii) that venue for the venue of such suit, action or proceeding Action is improper or (iii) that this Agreement, or the subject matter of this Agreement, Agreement may not be enforced in or by such courts. Each of , or (c) any other defense that would hinder or delay the parties hereto hereby irrevocably consents to service being made through the notice procedures set forth in Section 6(a) and agrees that service levy, execution or collection of any process, summons, notice or document by email or mail amount to the respective addresses set forth in Section 6(a) shall be effective service of process for any Legal Proceeding in connection with this Agreement or the Subscription. Nothing in this Section 6(k) shall affect the right of which any party hereto is entitled pursuant to serve legal process in any other manner permitted by Lawfinal judgment of any court having jurisdiction.

Exclusive Jurisdiction. Each Subject to Sections 7.4(d) and 7.4(e), each of the parties hereto hereby irrevocably consents to the exclusive jurisdiction and venue of the state courts of the State of Delaware in connection with any matter based upon or arising out of this Agreement and the Transactions (or, only if the state courts of the State of Delaware decline to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Subject to Sections 7.4(d) and 7.4(e), each party agrees not to commence any legal proceedings related hereto except in such state courts of the State of Delaware (or, only if the state courts of the State of Delaware decline to accept jurisdiction over a particular matter, in any federal court within the State of Delaware). By execution and delivery of this Agreement, subject to Sections 7.4(d) and 7.4(e), each party hereto and the Indemnifying Parties irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and to the Court appellate courts therefrom solely for the purposes of Chancery disputes arising under the this Agreement and not as a general submission to such jurisdiction or with respect to any other dispute, matter or claim whatsoever. The parties hereto and the Indemnifying Parties irrevocably consent to the service of process out of any of the State of Delaware (or aforementioned courts in the event, but only in the event, that such court does not have subject matter jurisdiction over any such action or proceeding, proceeding by the Superior Court delivery of copies thereof in accordance with the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over notice provisions set forth in this Annex C. Nothing herein shall affect the right to serve process in any other manner permitted by applicable Legal Requirement. The parties hereto and the Indemnifying Parties hereby waive any right to stay or dismiss any action or proceeding is vested exclusively under or in connection with this Agreement brought before the federal foregoing courts on the basis of the United States of America, the United States District Court for the District of Delaware) (such courts, the “Chosen Courts”). In addition, each of the parties hereto irrevocably (a) submits itself to the exclusive jurisdiction of the Chosen Courts for the purpose of any Legal Proceeding directly or indirectly based upon, relating to or arising out of this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Agreement or the Subscription in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Legal Proceeding with respect to this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (x) any claim that it is not personally subject to the jurisdiction of the Chosen Courts above-named courts for any reason other than the failure to serve in accordance with this Section 6(k)reason, (y) any claim or that it or any of its property is exempt or immune from jurisdiction of any the above-described legal process, (b) that such court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) that venue for the venue of such suit, action or proceeding is improper or (iii) that this Agreement, or the subject matter of this Agreement, Agreement may not be enforced in or by such courts. Each of , or (c) any other defense that would hinder or delay the parties hereto hereby irrevocably consents to service being made through the notice procedures set forth in Section 6(a) and agrees that service levy, execution or collection of any process, summons, notice or document by email or mail amount to the respective addresses set forth in Section 6(a) shall be effective service of process for any Legal Proceeding in connection with this Agreement or the Subscription. Nothing in this Section 6(k) shall affect the right of which any party hereto is entitled pursuant to serve legal process in any other manner permitted by Lawfinal judgment of any court having jurisdiction.

Exclusive Jurisdiction. Each of the parties irrevocably agrees that any claim, dispute or controversy (of any and every kind or type, whether based on contract, tort, statute, regulation or otherwise, and whether based on state, federal, foreign or any other law), arising out of, relating to or in connection with this Agreement, the Ancillary Agreements, the documents referred to in this Agreement, or any of the transactions contemplated thereby, and including disputes relating to the existence, validity, breach or termination of this Agreement (any such claim being a “Covered Claim”) may be brought and determined in any federal or state court located in the State of Delaware, and each of the parties hereto hereby irrevocably submits in respect of Covered Claims for itself and unconditionally submits in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal aforesaid courts of the United States of America, the United States District Court for the District of Delaware) (such courts, the “Chosen Courts”). In addition, each of the parties hereto irrevocably (a) submits itself to the exclusive jurisdiction of the Chosen Courts for the purpose of any Legal Proceeding directly or indirectly based upon, relating to or arising out of this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (b) and agrees that it will not attempt to deny or defeat may be served with such personal jurisdiction by motion or other request for leave from legal process at the Chosen Courts address and (c) agrees that it will not bring any action relating to this Agreement or in the Subscription manner set forth in any court other than the Chosen CourtsSection 11.3. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Legal Proceeding with action or proceeding in respect to this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, of Covered Claims (xa) any claim that it is not personally subject to the jurisdiction of the Chosen Courts above-named courts for any reason other than the failure to lawfully serve in accordance with this Section 6(k)process, (yb) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in the Chosen Courts such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (zc) to the fullest extent permitted by the applicable LawLaws, any claim that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or and (iii) this Agreement, or the subject matter of this Agreementhereof, may not be enforced in or by such courts. Each The parties hereby further agree that New York state or United States Federal courts sitting in the borough of Manhattan, City of New York shall have exclusive jurisdiction over any action brought against any financing source under the parties hereto hereby irrevocably consents to service being made through the notice procedures set forth in Section 6(a) Spinco Commitment Letter and agrees that service of any process, summons, notice or document by email or mail to the respective addresses set forth in Section 6(a) shall be effective service of process for any Legal Proceeding Related Letters in connection with the transactions contemplated under this Agreement or the Subscription. Nothing in this Section 6(k) shall affect the right of any party hereto to serve legal process in any other manner permitted by LawAgreement.

Exclusive Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally submits consents to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware in connection with any matter based upon or arising out of this Agreement, the Merger and the other Transactions or any other matters contemplated herein (or or, only 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). Each party agrees not to commence any Action related hereto except in the event, but only in the event, that such court does not have subject matter or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over such action or proceedinga particular matter, the Superior Court of the State of Delaware (Complex Commercial Litigation Division) or, if subject matter (and only if) the Superior Court of the State of Delaware (Complex Commercial Litigation Division) declines to accept jurisdiction over the action or proceeding is vested exclusively a particular matter, any federal court sitting in the federal courts of the United States of America, the United States District Court for the District State of Delaware) , and any appellate courts therefrom (such courts, the “Chosen CourtsCourt”). In additionBy execution and delivery of this Agreement, each of party hereto and the parties hereto Stockholders irrevocably (a) submits itself and unconditionally submit to the exclusive jurisdiction of the Chosen Courts solely for the purpose purposes of any Legal Proceeding directly or indirectly based upon, relating to or disputes arising out of under this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (b) agrees that it will and not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Agreement or the Subscription in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim general submission to such jurisdiction or otherwise, in any Legal Proceeding with respect to any other dispute, matter or claim whatsoever. The parties hereto and the Stockholders irrevocably consent to the service of process out of any of the aforementioned courts in any such Action by the delivery of copies thereof by overnight courier to the address for such party to which notices are deliverable hereunder. Any such service of process shall be effective upon delivery. Nothing herein shall affect the right to serve process in any other manner permitted by applicable Legal Requirements. The parties hereto and the Stockholders hereby waive any right to stay or dismiss any Action under or in connection with this Agreement or brought before the Subscription, or any related agreement, certificate or other document delivered in connection therewith or foregoing courts on the negotiation, execution, interpretation, enforcement or performance hereof or thereof, basis of (xa) any claim that it is not personally subject to the jurisdiction of the Chosen Courts above-named courts for any reason other than the failure to serve in accordance with this Section 6(k)reason, (y) any claim or that it or any of its property is exempt or immune from jurisdiction of any the above-described legal process, (b) that such court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court Action is brought in an inconvenient forum, (ii) that venue for the venue of such suit, action or proceeding Action is improper or (iii) that this Agreement, or the subject matter of this Agreement, Agreement may not be enforced in or by such courts. Each of , or (c) any other defense that would hinder or delay the parties hereto hereby irrevocably consents to service being made through the notice procedures set forth in Section 6(a) and agrees that service levy, execution or collection of any process, summons, notice or document by email or mail amount to the respective addresses set forth in Section 6(a) shall be effective service of process for any Legal Proceeding in connection with this Agreement or the Subscription. Nothing in this Section 6(k) shall affect the right of which any party hereto is entitled pursuant to serve legal process in any other manner permitted by Law.final judgment of any court having jurisdiction. Section 8.14

Exclusive Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally submits consents to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (in connection with any matter based upon or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceedingarising out of this Agreement, the Superior Mergers and the other Transactions or any other matters contemplated herein (or, only 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). Each party agrees not to commence any legal proceedings related hereto except in such court (Complex Commercial Division) or, only if subject matter the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, in any federal court within federal court within the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District State of Delaware) (such courts, the “Chosen Courts”). In additionBy execution and delivery of this Agreement, each of party hereto and the parties hereto Equityholders irrevocably (a) submits itself and unconditionally submit to the exclusive jurisdiction of such courts and to the Chosen Courts appellate courts therefrom solely for the purpose purposes of any Legal Proceeding directly or indirectly based upon, relating to or disputes arising out of under the this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (b) agrees that it will and not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Agreement or the Subscription in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim general submission to such jurisdiction or otherwise, in any Legal Proceeding with respect to any other dispute, matter or claim whatsoever. The parties hereto and the Equityholders irrevocably consent to the service of process out of any of the aforementioned courts in any such action or proceeding by the delivery of copies thereof by overnight courier to the address for such party to which notices are deliverable hereunder. Any such service of process shall be effective upon delivery. Nothing herein shall affect the right to serve process in any other manner permitted by applicable Legal Requirements. The parties hereto and the Equityholders hereby waive any right to stay or dismiss any action or proceeding under or in connection with this Agreement or brought before the Subscription, or any related agreement, certificate or other document delivered in connection therewith or foregoing courts on the negotiation, execution, interpretation, enforcement or performance hereof or thereof, basis of (xa) any claim that it is not personally subject to the jurisdiction of the Chosen Courts above-named courts for any reason other than the failure to serve in accordance with this Section 6(k)reason, (y) any claim or that it or any of its property is exempt or immune from jurisdiction of any the above-described legal process, or (b) that such court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) that venue for the venue of such suit, action or proceeding is improper or (iii) that this Agreement, or the subject matter of this Agreement, Agreement may not be enforced in or by such courts. Each of the parties hereto hereby irrevocably consents to service being made through the notice procedures set forth in Section 6(a) and agrees that service of any process, summons, notice or document by email or mail to the respective addresses set forth in Section 6(a) shall be effective service of process for any Legal Proceeding in connection with this Agreement or the Subscription. Nothing in this Section 6(k) shall affect the right of any party hereto to serve legal process in any other manner permitted by Law.

Exclusive Jurisdiction. Each of the parties Parties irrevocably agrees that any claim, dispute or controversy (of any and every kind or type, whether based on contract, tort, statute, regulation or otherwise, and whether based on state, federal, foreign or any other law), arising out of, relating to or in connection with this Agreement, the Ancillary Agreements, the documents referred to in this Agreement, or any of the transactions contemplated thereby, and including disputes relating to the existence, validity, breach or termination of this Agreement (any such claim being a “Covered Claim”) may be brought and determined in any federal or state court located in the State of Delaware, and each of the Parties hereto hereby irrevocably submits in respect of Covered Claims for itself and unconditionally submits in respect to its property, generally and unconditionally, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal aforesaid courts of the United States of America, the United States District Court for the District of Delaware) (such courts, the “Chosen Courts”). In addition, each of the parties hereto irrevocably (a) submits itself to the exclusive jurisdiction of the Chosen Courts for the purpose of any Legal Proceeding directly or indirectly based upon, relating to or arising out of this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (b) and agrees that it will not attempt to deny or defeat may be served with such personal jurisdiction by motion or other request for leave from legal process at the Chosen Courts address and (c) agrees that it will not bring any action relating to this Agreement or in the Subscription manner set forth in any court other than the Chosen CourtsSection 6.4. Each of the parties Parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Legal Proceeding with action or proceeding in respect to this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, of Covered Claims (xa) any claim that it is not personally subject to the jurisdiction of the Chosen Courts above-named courts for any reason other than the failure to lawfully serve in accordance with this Section 6(k)process, (yb) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in the Chosen Courts such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (zc) to the fullest extent permitted by the applicable LawLaws, any claim that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or and (iii) this Agreement, or the subject matter of this Agreementhereof, may not be enforced in or by such courts. Each of the parties hereto hereby irrevocably consents to service being made through the notice procedures set forth in Section 6(a) and agrees that service of any process, summons, notice or document by email or mail to the respective addresses set forth in Section 6(a) shall be effective service of process for any Legal Proceeding in connection with this Agreement or the Subscription. Nothing in this Section 6(k) shall affect the right of any party hereto to serve legal process in any other manner permitted by Law.

Exclusive Jurisdiction. Each Except as otherwise expressly provided in the Separation Agreement or any other Ancillary Agreement, each of the parties hereto Parties hereby irrevocably and unconditionally submits submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, if such court shall not have jurisdiction, any state or federal court of the United States of America sitting in Delaware, and any appellate court from any appeal thereof, in any Legal Proceeding arising out of or relating to this Agreement, the Separation Agreement or any other Ancillary Agreement, the documents referred to in this Agreement, or any of the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (or i) agrees not to commence any such Legal Proceeding except in such courts, (ii) agrees that any claim in respect of any such Legal Proceeding may be heard and determined in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of Chancery of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware) (such courts, the “Chosen Courts”). In addition, each of the parties hereto irrevocably (a) submits itself to the exclusive jurisdiction of the Chosen Courts for the purpose of any Legal Proceeding directly extent permitted by Law, in such state or indirectly based upon, relating to or arising out of this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereoffederal court, (biii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Agreement or the Subscription in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Legal Proceeding with respect to this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (x) any claim that it is not personally subject to the jurisdiction fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of the Chosen Courts for any reason other than the failure to serve in accordance with this Section 6(k), (y) any claim that it or its property is exempt or immune from jurisdiction venue of any such court or from any legal process commenced Legal Proceeding in the Chosen Courts (whether through service Court of notice, attachment prior to judgment, attachment in aid Chancery of execution the State of judgment, execution of judgment Delaware or otherwise) such state or federal court and (ziv) waives, to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in defense of an inconvenient forum, (ii) forum to the venue maintenance of such suit, action Legal Proceeding in the Court of Chancery of the State of Delaware or proceeding is improper such state or (iii) this Agreement, or the subject matter of this Agreement, may not be enforced in or by such courtsfederal court. Each of the parties hereto hereby Parties agrees that a final judgment in any such Legal Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. To the fullest extent permitted by Law, each Party irrevocably consents to service being made through of process in the notice procedures set forth manner provided for notices in Section 6(a) and agrees that service of any process, summons, notice or document by email or mail to the respective addresses set forth in Section 6(a) shall be effective service of process for any Legal Proceeding in connection with this Agreement or the Subscription8.16. Nothing in this Section 6(k) Agreement shall affect the right of any party hereto to this Agreement to serve legal process in any other manner permitted by Law.

Exclusive Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware) (such courts, the “Chosen Courts”). In addition, each of the parties hereto irrevocably (a) submits itself to the exclusive jurisdiction of the Chosen Courts for the purpose of any Legal Proceeding Action directly or indirectly based upon, relating to or arising out of this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Agreement or the Subscription in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Legal Proceeding Action with respect to this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (x) any claim that it is not personally subject to the jurisdiction of the Chosen Courts for any reason other than the failure to serve in accordance with this Section 6(k7(k), (y) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter of this Agreement, may not be enforced in or by such courts. Each of the parties hereto hereby irrevocably consents to service being made through the notice procedures set forth in Section 6(a7(a) and agrees that service of any process, summons, notice or document by email or mail to the respective addresses set forth in Section 6(a7(a) shall be effective service of process for any Legal Proceeding Action in connection with this Agreement or the Subscription. Nothing in this Section 6(k7(k) shall affect the right of any party hereto to serve legal process in any other manner permitted by Applicable Law.

Exclusive Jurisdiction. Each Subject to the provisions of Section 10.14 hereof, each of the parties hereto hereby Parties irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the any New York State of Delaware (or federal court sitting in the event, but only borough of Manhattan in the event, that such New York City and any state or federal appellate court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware therein (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District of Delaware) (such courtscollectively, the “Chosen Designated Courts”). In addition, each for the purposes of the parties hereto irrevocably (a) submits itself any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with Section 10.14 or to prevent irreparable harm, and to the non-exclusive jurisdiction of the Chosen Designated Courts for the purpose enforcement of any Legal Proceeding directly or indirectly based upon, relating to or arising out of this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Agreement or the Subscription in any court other than the Chosen Courtsaward issued thereunder. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Legal Proceeding with respect to this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (x) any claim that it is not personally subject to the jurisdiction of the Chosen Courts for any reason other than the failure to serve in accordance with this Section 6(k), (y) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter of this Agreement, may not be enforced in or by such courts. Each of the parties hereto hereby irrevocably consents to service being made through the notice procedures set forth in Section 6(a) and Parties further agrees that service of any process, summons, notice or document by email or mail to the respective addresses set forth in compliance with Section 6(a) 10.7 shall be effective service of process for any Legal Proceeding action, suit or proceeding in the Designated Courts with respect to any matters to which it has submitted to jurisdiction in this Section 10.15. Each of the Parties 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 the Designated Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient or improper forum. Each of the Parties hereto hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the Subscription. Nothing in transactions contemplated by this Section 6(k) shall affect the right of any party hereto to serve legal process in any other manner permitted by LawAgreement.

Exclusive Jurisdiction. Each of the parties hereto hereby Adamis and Sandoz agree to irrevocably and unconditionally submits submit to the exclusive jurisdiction of (a) the Court of Chancery of the State of Delaware (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal state courts of the United States of AmericaNew York County, New York, U.S.A., or (b) the United States District Court for the Southern District of Delaware) (such courtsNew York, the “Chosen Courts”). In additionU.S.A., each of the parties hereto irrevocably (a) submits itself to the exclusive jurisdiction of the Chosen Courts for the purpose purposes of any Legal Proceeding directly suit, action or indirectly based upon, relating to or other proceeding arising out of this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Agreement or the Subscription in any court other than the Chosen Courtstransaction contemplated hereby. Each of the parties hereto hereby irrevocably waives, and Party agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Legal Proceeding with respect to this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (x) any claim that it is not personally subject to the jurisdiction of the Chosen Courts for any reason other than the failure to serve in accordance with this Section 6(k), (y) any claim that it or its property is exempt or immune from jurisdiction of commence any such court action, suit or from any legal process commenced proceeding either in the Chosen Courts (whether through service United States District Court for the Southern District of noticeNew York, attachment prior to judgmentU.S.A. or, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of if such suit, action or other proceeding is improper or (iii) this Agreement, or the subject matter of this Agreement, may not be enforced brought in or by such courts. court for jurisdictional reasons, in the state courts of New York County, New York, U.S.A. Each of the parties hereto hereby irrevocably consents to service being made through the notice procedures set forth in Section 6(a) and Party further agrees that service of any process, summons, notice or document by email US. registered mail or mail recognized international courier service to the such Party’s respective addresses address set forth in Section 6(a) herein shall be effective service of process for any Legal Proceeding action, suit or proceeding in connection New York with respect to any matters to which it has submitted to jurisdiction in this Agreement. Each Party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the Subscription. Nothing transactions contemplated hereby in this Section 6(k(i) shall affect the right state courts of any party hereto New York County, New York, U.S.A., or (ii) the United States District Court for the Southern District of New York, U.S.A., and hereby further irrevocably and unconditionally waives and agrees not to serve legal process plead or claim in any other manner permitted by Lawsuch court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum (e.g., under the doctrine of forum non conveniens or pursuant to 28 U.S.C. § 1404(a)). Each Party hereto agrees that any such proceeding shall be conducted solely in the English language.

Exclusive Jurisdiction. Each Subject to Section 7.4(d), each of the parties hereto hereby irrevocably and unconditionally submits consents to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (in connection with any matter based upon or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceedingarising out of this Agreement, the Superior Merger and the other transactions contemplated by this Agreement or any other matters contemplated herein (or, only 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). Subject to Section 7.4(d), each party agrees not to commence any legal proceedings related hereto except in such Court of Chancery (Complex Commercial Division) or, only if subject matter the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, in any federal court within the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District State of Delaware) (such courts, the “Chosen Courts”). In additionBy execution and delivery of this Agreement, subject to Section 7.4(d), each of party hereto and the parties hereto Stockholders irrevocably (a) and unconditionally submits itself to the exclusive jurisdiction of such courts and to the Chosen Courts appellate courts therefrom solely for the purpose purposes of any Legal Proceeding directly or indirectly based upon, relating to or disputes arising out of under the this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (b) agrees that it will and not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Agreement or the Subscription in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim general submission to such jurisdiction or otherwise, in any Legal Proceeding with respect to any other dispute, matter or claim whatsoever. The parties hereto and the Stockholders irrevocably consent to the service of process out of any of the aforementioned courts in any such action or proceeding by the delivery of copies thereof by overnight courier to the address for such party to which notices are deliverable hereunder. Any such service of process shall be effective upon delivery. Nothing herein shall affect the right to serve process in any other manner permitted by applicable law. The parties hereto and the Stockholders hereby waive any right to stay or dismiss any action or proceeding under or in connection with this Agreement or brought before the Subscription, or any related agreement, certificate or other document delivered in connection therewith or foregoing courts on the negotiation, execution, interpretation, enforcement or performance hereof or thereof, basis of (xi) any claim that it is not personally subject to the jurisdiction of the Chosen Courts above-named courts for any reason other than the failure to serve in accordance with this Section 6(k)reason, (y) any claim or that it or any of its property is exempt or immune from jurisdiction of any the above-described legal process, (ii) that such court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) that venue for the venue of such suit, action or proceeding is improper or (iii) that this Agreement, or the subject matter of this Agreement, Agreement may not be enforced in or by such courts. Each of , or (iii) any other defense that would hinder or delay the parties hereto hereby irrevocably consents to service being made through the notice procedures set forth in Section 6(a) and agrees that service levy, execution or collection of any process, summons, notice or document by email or mail amount to the respective addresses set forth in Section 6(a) shall be effective service of process for any Legal Proceeding in connection with this Agreement or the Subscription. Nothing in this Section 6(k) shall affect the right of which any party hereto is entitled pursuant to serve legal process in any other manner permitted by Lawfinal judgment of any court having jurisdiction.

Exclusive Jurisdiction. Each Subject to Sections 7.4(e) and 7.4(f), each of the parties hereto hereby irrevocably consents to the exclusive jurisdiction and venue of the state courts of the State of Delaware in connection with any matter based upon or arising out of this Agreement and the Transactions or any other matters contemplated herein (or, only if the state courts of the State of Delaware decline to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Subject to Sections 7.4(e) and 7.4(f), each party agrees not to commence any legal proceedings related hereto except in such state courts of the State of Delaware (or, only if the state courts of the State of Delaware decline to accept jurisdiction over a particular matter, in any federal court within the State of Delaware). By execution and delivery of this Agreement, subject to Sections 7.4(e) and 7.4(f), each party hereto and the Stockholders irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and to the Court of Chancery of the State of Delaware (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal appellate courts of the United States of America, the United States District Court therefrom solely for the District purposes of Delaware) (such courts, disputes arising under the “Chosen Courts”). In addition, each of the parties hereto irrevocably (a) submits itself to the exclusive jurisdiction of the Chosen Courts for the purpose of any Legal Proceeding directly or indirectly based upon, relating to or arising out of this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (b) agrees that it will and not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Agreement or the Subscription in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim general submission to such jurisdiction or otherwise, in any Legal Proceeding with respect to any other dispute, matter or claim whatsoever. The parties hereto and the Stockholders irrevocably consent to the service of process out of any of the aforementioned courts in any such Action by the delivery of copies thereof by overnight courier to the address for such party to which notices are deliverable hereunder. Any such service of process shall be effective upon delivery. Nothing herein shall affect the right to serve process in any other manner permitted by applicable Legal Requirements. The parties hereto and the Stockholders hereby waive any right to stay or dismiss any Action under or in connection with this Agreement or brought before the Subscription, or any related agreement, certificate or other document delivered in connection therewith or foregoing courts on the negotiation, execution, interpretation, enforcement or performance hereof or thereof, basis of (xi) any claim that it is not personally subject to the jurisdiction of the Chosen Courts above-named courts for any reason other than the failure to serve in accordance with this Section 6(k)reason, (y) any claim or that it or any of its property is exempt or immune from jurisdiction of any the above-described legal process, (ii) that such court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court Action is brought in an inconvenient forum, (ii) that venue for the venue of such suit, action or proceeding Action is improper or (iii) that this Agreement, or the subject matter of this Agreement, Agreement may not be enforced in or by such courts. Each of , or (iii) any other defense that would hinder or delay the parties hereto hereby irrevocably consents to service being made through the notice procedures set forth in Section 6(a) and agrees that service levy, execution or collection of any process, summons, notice or document by email or mail amount to the respective addresses set forth in Section 6(a) shall be effective service of process for any Legal Proceeding in connection with this Agreement or the Subscription. Nothing in this Section 6(k) shall affect the right of which any party hereto is entitled pursuant to serve legal process in any other manner permitted by Lawfinal judgment of any court having jurisdiction.

Exclusive Jurisdiction. Each of the parties Parties hereto hereby irrevocably and unconditionally submits consents to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (in connection with any matter based upon or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceedingarising out of this Agreement, the Superior Transactions or any other matters contemplated herein (or, only 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). Each Party agrees not to commence any legal proceedings related hereto except in such court (Complex Commercial Division) or, only if subject matter the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, in any federal court within federal court within the action or proceeding is vested exclusively in the federal courts of the United States of America, the United States District Court for the District State of Delaware) (such courts, the “Chosen Courts”). In additionBy execution and delivery of this Agreement, each of the parties Party hereto irrevocably (a) and unconditionally submits itself to the exclusive jurisdiction of such courts and to the Chosen Courts appellate courts therefrom solely for the purpose purposes of any Legal Proceeding directly or indirectly based upon, relating to or disputes arising out of under the this Agreement or the Subscription, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (b) agrees that it will and not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Agreement or the Subscription in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim general submission to such jurisdiction or otherwise, in any Legal Proceeding with respect to any other dispute, matter or claim whatsoever. The Parties hereto irrevocably consent to the service of process out of any of the aforementioned courts in any such action or proceeding by the delivery of copies thereof by overnight courier to the address for such Party to which notices are deliverable hereunder. Any such service of process shall be effective upon delivery. Nothing herein shall affect the right to serve process in any other manner permitted by applicable Law. The Parties hereto hereby waive any right to stay or dismiss any action or proceeding under or in connection with this Agreement or brought before the Subscription, or any related agreement, certificate or other document delivered in connection therewith or foregoing courts on the negotiation, execution, interpretation, enforcement or performance hereof or thereof, basis of (xa) any claim that it is not personally subject to the jurisdiction of the Chosen Courts above-named courts for any reason other than the failure to serve in accordance with this Section 6(k)reason, (y) any claim or that it or any of its property is exempt or immune from jurisdiction of any the above-described legal process, or (b) that such court or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) that venue for the venue of such suit, action or proceeding is improper or (iii) that this Agreement, or the subject matter of this Agreement, Agreement may not be enforced in or by such courts. Each of the parties hereto hereby irrevocably consents to service being made through the notice procedures set forth in Section 6(a) and agrees that service of any process, summons, notice or document by email or mail to the respective addresses set forth in Section 6(a) shall be effective service of process for any Legal Proceeding in connection with this Agreement or the Subscription. Nothing in this Section 6(k) shall affect the right of any party hereto to serve legal process in any other manner permitted by Law.