Common use of Forum Selection Clause in Contracts

Forum Selection. Unless the corporation consents in writing to the selection of an alternative forum, the Superior Court of King County in the State of Washington (or if such court lacks jurisdiction, the United States District Court for the Eastern District of Washington, or if such court lacks jurisdiction, the state courts of the State of Washington) shall to the fullest extent permitted by law, be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the corporation to the corporation or the corporation’s shareholders, (c) any action asserting a claim arising pursuant to any provision of the laws of the State of Washington or the Articles of Incorporation or these Bylaws and (d) any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the corporation shall be deemed to have notice of and consented to the provisions of this Article 11. If any provision or provisions of this Article 11 shall be held to be invalid, illegal or unenforceable as applied to any person, entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article 11 (including each portion of any sentence of this Article 11 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons, entities and circumstances shall not in any way be affected or impaired thereby.

Forum Selection. Unless the corporation Corporation consents in writing to the selection of an alternative forumforum (an “Alternative Forum Consent”), the Superior Court of King County in the State of Washington (or if such court lacks jurisdiction, the United States District Court for the Eastern District of Washington, or if such court lacks jurisdiction, the state courts Chancery of the State of Washington) Delaware shall to the fullest extent permitted by law, be the sole and exclusive forum for (ai) any derivative action or proceeding brought on behalf of the corporationCorporation, (bii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer officer, stockholder, employee or other employee agent of the corporation Corporation to the corporation Corporation or the corporationCorporation’s shareholdersstockholders, (ciii) any action asserting a claim against the Corporation or any director, officer, stockholder, employee or agent of the Corporation arising pursuant out of or relating to any provision of the laws of the State of Washington DGCL or this Restated Certificate or the Articles of Incorporation Corporation’s Bylaws, or these Bylaws and (div) any action asserting a claim against the Corporation or any director, officer, stockholder, employee or agent of the Corporation governed by the internal affairs doctrinedoctrine of the State of Delaware; provided, however, that, in the event that the Court of Chancery of the State of Delaware lacks subject matter jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding shall be another state or federal court located within the State of Delaware, in each such case, unless the Court of Chancery (or such other state or federal court located within the State of Delaware, as applicable) has dismissed a prior action by the same plaintiff asserting the same claims because such court lacked personal jurisdiction over an indispensable party named as a defendant therein. Failure to enforce the foregoing provisions would cause the Corporation irreparable harm and the Corporation shall be entitled to equitable relief, including injunctive relief and specific performance, to enforce the foregoing provisions. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the corporation Corporation shall be deemed to have notice of and consented to the provisions of this Article 11IX. If The existence of any provision or provisions prior Alternative Forum Consent shall not act as a waiver of the Corporation’s ongoing consent right as set forth above in this Article 11 shall be held to be invalid, illegal or unenforceable as applied IX with respect to any person, entity current or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article 11 (including each portion of any sentence of this Article 11 containing any such provision held to be invalid, illegal future actions or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons, entities and circumstances shall not in any way be affected or impaired therebyclaims.

Forum Selection. Unless the corporation Corporation consents in writing to the selection of an alternative forum, the Superior Court of King County in the State of Washington (or if such court lacks jurisdiction, the United States District Court for the Eastern District of Washington, or if such court lacks jurisdiction, the state courts Chancery of the State of WashingtonDelaware (the “Court of Chancery”) shall to the fullest extent permitted by law, be the sole and exclusive forum for any stockholder (aincluding a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the corporationCorporation, (bii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the corporation Corporation to the corporation Corporation or the corporationCorporation’s shareholdersstockholders, (ciii) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the laws of the State of Washington Delaware Law or the Articles this Certificate of Incorporation or these Bylaws and the Bylaws, or (div) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrinedoctrine and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel, except for, as to each of (i) through (iv) above, any claim (A) as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) arising under the Securities Act of 1933, as amended, as to which the Court of Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction. Notwithstanding the foregoing, the provisions of this Article 11 will not apply to suits brought to enforce a duty or liability created by the Securities Exchange Act of 1934 or any other claim for which the federal courts have exclusive jurisdiction. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock any security of the corporation Corporation shall be deemed to have notice of and consented to the provisions of this Article 11. If any provision or provisions of this Article 11 shall be held to be invalid, illegal or unenforceable as applied to any person, entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article 11 (including each portion of any sentence of this Article 11 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons, entities and circumstances shall not in any way be affected or impaired thereby.”

Forum Selection. Unless the corporation Trust consents in writing to the selection of an alternative forum, the Superior Court of King County in the State of Washington (or if such court lacks jurisdiction, the United States District Court for the Eastern District of Washington, or if such court lacks jurisdiction, the state courts of the State of Washington) shall to the fullest extent permitted by law, be the sole and exclusive forum forums for any shareholder (aincluding a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the corporation, Trust; (bii) any action asserting a claim of or breach of a fiduciary duty owed by any directorTrustee, officer or other employee employee, if any, of the corporation Trust to the corporation Trust or the corporationTrust’s shareholders, shareholders or its beneficial owners; (ciii) any action asserting a claim against the Trust, its Trustees, officers or employees, if any, arising pursuant to any provision of the laws of the State of Washington Delaware Statutory Trust Act or the Articles Trust’s Agreement and Declaration of Incorporation Trust or these Bylaws and bylaws; or (div) any action asserting a claim against the Trust, its Trustees, officers or employees, if any, governed by the internal affairs doctrinedoctrine shall be a state or federal court located within the State of Delaware. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock that is a shareholder of the corporation Trust shall be deemed to have notice of and consented to the provisions of this Article 11. X. If any provision or provisions of this Article 11 X shall be held to be invalid, illegal or unenforceable as applied to any person, person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article 11 X (including including, without limitation, each portion of any sentence of this Article 11 X containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) ), and the application of such provision to other persons, persons or entities and circumstances circumstances, shall not in any way be affected or impaired thereby.

Forum Selection. Unless the corporation Corporation consents in writing to the selection of an alternative forum, (a) the Superior Court of King County in Chancery (the “Chancery Court”) of the State of Washington Delaware (or if such court lacks or, in the event that the Chancery Court does not have jurisdiction, the United States District Court federal district court for the Eastern District of Washington, Delaware or if such court lacks jurisdiction, the other state courts of the State of WashingtonDelaware) shall shall, to the fullest extent permitted by law, be the sole and exclusive forum for (ai) any derivative action or proceeding Proceeding brought on behalf of the corporationCorporation, (bii) any action Proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee stockholder of the corporation Corporation to the corporation Corporation or to the corporationCorporation’s shareholdersstockholders, (ciii) any action asserting a claim Proceeding arising pursuant to any provision of the laws of the State of Washington DGCL or the Articles Certificate of Incorporation or these Bylaws and bylaws (das either may be amended from time to time) or (iv) any action Proceeding asserting a claim against the Corporation governed by the internal affairs doctrine; and (b) subject to the preceding provisions of this Article XI, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. If any action the subject matter of which is within the scope of clause (a) of the immediately preceding sentence is filed in a court other than the courts in the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (A) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce the provisions of clause (a) of the immediately preceding sentence and (B) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock any security of the corporation Corporation shall be deemed to have notice of and consented to this Article XI. Notwithstanding the foregoing, the provisions of this Article 11. If XI shall not apply to suits brought to enforce any provision liability or provisions duty created by the Securities Exchange Act of this Article 11 shall be held to be invalid1934, illegal as amended, or unenforceable as applied to any person, entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and claim for which the federal courts of the remaining provisions of this Article 11 (including each portion of any sentence of this Article 11 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons, entities and circumstances shall not in any way be affected or impaired therebyUnited States have exclusive jurisdiction.

Forum Selection. Unless the corporation Corporation consents in writing to the selection of an alternative forum, (a) the Superior Court of King County in Chancery (the “Chancery Court”) of the State of Washington Delaware (or if such court lacks or, in the event that the Chancery Court does not have jurisdiction, the United States District Court federal district court for the Eastern District of Washington, Delaware or if such court lacks jurisdiction, the other state courts of the State of WashingtonDelaware) shall shall, to the fullest extent permitted by law, be the sole and exclusive forum for (ai) any derivative action action, suit or proceeding brought on behalf of the corporationCorporation, (bii) any action action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee stockholder of the corporation Corporation to the corporation Corporation or to the corporationCorporation’s shareholdersstockholders, (ciii) any action asserting a claim action, suit or proceeding arising pursuant to any provision of the laws of the State of Washington DGCL or the Articles of Incorporation Bylaws or these Bylaws this Second Amended and Restated Certificate (das either may be amended from time to time) or (iv) any action action, suit or proceeding asserting a claim against the Corporation governed by the internal affairs doctrine; and (b) subject to the preceding provisions of this Article XI, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. If any action the subject matter of which is within the scope of clause (a) of the immediately preceding sentence is filed in a court other than the courts in the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce the provisions of clause (a) of the immediately preceding sentence and (y) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock any security of the corporation Corporation shall be deemed to have notice of and consented to this Article XI. Notwithstanding the foregoing, the provisions of this Article 11. If XI shall not apply to suits brought to enforce any provision liability or provisions duty created by the Securities Exchange Act of this Article 11 shall be held to be invalid1934, illegal as amended, or unenforceable as applied to any person, entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and claim for which the federal courts of the remaining provisions of this Article 11 (including each portion of any sentence of this Article 11 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons, entities and circumstances shall not in any way be affected or impaired therebyUnited States have exclusive jurisdiction.

Forum Selection. Unless the corporation Corporation consents in writing to the selection of an alternative forum, (a) the Superior Court of King County in Chancery (the "Chancery Court") of the State of Washington Delaware (or if such court lacks or, in the event that the Chancery Court does not have jurisdiction, the United States District Court federal district court for the Eastern District of Washington, Delaware or if such court lacks jurisdiction, the other state courts of the State of WashingtonDelaware) shall shall, to the fullest extent permitted by law, be the sole and exclusive forum for (ai) any derivative action action, suit or proceeding brought on behalf of the corporationCorporation, (bii) any action action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee stockholder of the corporation Corporation to the corporation Corporation or to the corporation’s shareholdersCorporation's stockholders, (ciii) any action asserting a claim action, suit or proceeding arising pursuant to any provision of the laws DGCL or the bylaws of the State of Washington Corporation or the Articles of Incorporation this Second Amended and Restated Certificate (as either may be amended from time to time) or these Bylaws and (div) any action action, suit or proceeding asserting a claim against the Corporation governed by the internal affairs doctrine; and (b) subject to the preceding provisions of this Article IX, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. If any action the subject matter of which is within the scope of clause (a) of the immediately preceding sentence is filed in a court other than the courts in the State of Delaware (a "Foreign Action") in the name of any stockholder, such stockholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce the provisions of clause (a) of the immediately preceding sentence and (y) having service of process made upon such stockholder in any such action by service upon such stockholder's counsel in the Foreign Action as agent for such stockholder. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock any security of the corporation Corporation shall be deemed to have notice of and consented to this Article IX. Notwithstanding the foregoing, the provisions of this Article 11. If IX shall not apply to suits brought to enforce any provision liability or provisions duty created by the Securities Exchange Act of this Article 11 shall be held to be invalid1934, illegal as amended, or unenforceable as applied to any person, entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and claim for which the federal courts of the remaining provisions of this Article 11 (including each portion of any sentence of this Article 11 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons, entities and circumstances shall not in any way be affected or impaired therebyUnited States have exclusive jurisdiction.

Forum Selection. Unless the corporation consents in writing to the selection of an alternative forum, the Superior Court of King County The federal and state courts located in the State of Washington (or if such court lacks jurisdiction, the United States District Court for the Eastern District of Washington, or if such court lacks jurisdiction, the state courts of the State of Washington) Delaware shall to the fullest extent permitted by law, be the sole and exclusive forum forums for any Shareholder (aincluding a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the corporationTrust, (bii) any action asserting a claim of or breach of a fiduciary duty owed by any directorTrustee, officer or other employee employee, if any, of the corporation Trust to the corporation Trust or the corporationTrust’s shareholdersShareholders, (ciii) any action asserting a claim against the Trust, its Trustees, officers or employees, if any, arising pursuant to any provision of the laws of the State of Washington Delaware Statutory Trust Act or the Articles of Incorporation Trust’s Trust Instrument or these Bylaws and By-laws; or (div) any action asserting a claim against the Trust, its Trustees, officers or employees, if any, governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the corporation shall be deemed to have notice of and consented to the provisions of this Article 11. If any provision or provisions of this Article 11 VII shall be held to be invalid, illegal or unenforceable as applied to any person, person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article 11 VII (including including, without limitation, each portion of any sentence of this Article 11 VII containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) ), and the application of such provision to other persons, persons or entities and circumstances circumstances, shall not in any way be affected or impaired thereby.

Forum Selection. Unless the corporation Corporation consents in writing to the selection of an alternative forum, the Superior Court of King County in the State of Washington (or if such court lacks jurisdiction, the United States District Court for the Eastern District of Washington, or if such court lacks jurisdiction, the state courts Chancery of the State of Washington) shall Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for any stockholder (aincluding a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the corporationCorporation, (bii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer officer, employee or other employee agent of the corporation Corporation to the corporation Corporation or the corporationCorporation’s shareholdersstockholders, (ciii) any action asserting a claim against the Corporation, its directors, officers, employees or agents arising pursuant to any provision of the laws of the State of Washington DGCL or the Articles this Certificate of Incorporation or these the Bylaws and (das either may be amended from time to time), or (iv) any action asserting a claim asserting a claim against the Corporation, its directors, officers, employees or agents governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring or holding , except for, as to each of (i) through (iv) above, any interest in shares claim as to which the Court of capital stock Chancery determines that there is an indispensable party not subject to the jurisdiction of the corporation shall be deemed to have notice Court of Chancery (and consented the indispensable party does not consent to the provisions personal jurisdiction of this Article 11the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction. If This exclusive forum provision will not apply to suits brought to enforce any provision duty or provisions liability created by the Securities Exchange Act of this Article 11 shall be held to be invalid1934, illegal as amended (the “Exchange Act”) or unenforceable as applied to any person, entity or circumstance other claim for any reason whatsoever, then, to which the federal courts have exclusive jurisdiction. To the fullest extent permitted by law, unless the validityCorporation consents in writing to the selection of an alternative forum, legality and enforceability of such provisions in any other circumstance and the federal district courts of the remaining provisions United States of this Article 11 (including each portion America shall be the exclusive forum for the resolution of any sentence complaint asserting a cause of this Article 11 containing any such provision held to be invalidaction arising under the Securities Act of 1933, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and as amended (the application of such provision to other persons, entities and circumstances shall not in any way be affected or impaired thereby“Securities Act”).

Forum Selection. Unless the corporation Company consents in writing to the selection of an alternative forum, the Superior Supreme Court of King County in British Columbia, Canada and the State Court of Washington Appeal of British Columbia (or if such court lacks jurisdictiontogether, the United States District Court for the Eastern District of Washington“British Columbia Courts”) shall, or if such court lacks jurisdiction, the state courts of the State of Washington) shall to the fullest extent permitted by law, be the sole and exclusive forum for for: (a) any derivative action or proceeding brought by any person on behalf of the corporation, Company; (b) any action or proceeding asserting a claim of breach of a fiduciary duty owed to the Company by any director, officer or other employee of the corporation to the corporation or the corporation’s shareholders, Company; (c) any action or proceeding asserting a claim arising pursuant to any provision of the laws of the State of Washington or the Articles of Incorporation Act or these Bylaws and Articles (as either may be amended from time to time; and (d) any Any action or proceeding asserting a claim governed otherwise related to the relationships among the Company, its affiliates and their respective shareholders, directors, officers or any of them, but excluding claims relating to the business carried on by the internal affairs doctrineCompany or such affiliates. Any person If any action or entity purchasing or otherwise acquiring or holding any interest in shares proceeding, the subject matter of capital stock which is within the scope of the corporation actions or proceedings referred to in Article 30(a)-(d) is commenced in a Court other than a Court located within the Province of British Columbia (a “Foreign Action”) in the name of any shareholder or holder of other securities of the Company, such shareholder or other securityholder shall be deemed to have notice consented to: (e) The personal jurisdiction of and consented the British Columbia Courts in connection with any action or proceeding brought in the British Columbia Courts to enforce the provisions of this Article 11. If any provision or provisions 30; and (f) service of this Article 11 shall be held to be invalid, illegal or unenforceable as applied to any person, entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions process in any such action or proceeding upon such shareholder or other circumstance and of securityholder by service upon such shareholder’s counsel in the remaining provisions of this Article 11 (including each portion of any sentence of this Article 11 containing any Foreign Action as agent for such provision held to be invalid, illegal shareholder or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons, entities and circumstances shall not in any way be affected or impaired therebysecurityholder.

Forum Selection. Unless the corporation Corporation consents in writing to the selection of an alternative forum, (a) the Superior Court of King County in Chancery (the “Chancery Court”) of the State of Washington Delaware (or if such court lacks or, in the event that the Chancery Court does not have jurisdiction, the United States District Court federal district court for the Eastern District of Washington, Delaware or if such court lacks jurisdiction, the other state courts of the State of WashingtonDelaware) shall shall, to the fullest extent permitted by law, be the sole and exclusive forum for (ai) any derivative action action, suit or proceeding (“Proceeding”) brought on behalf of the corporationCorporation, (bii) any action Proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee stockholder of the corporation Corporation to the corporation Corporation or to the corporationCorporation’s shareholdersstockholders, (ciii) any action asserting a claim Proceeding arising pursuant to any provision of the laws of the State of Washington DGCL, this Amended and Restated Certificate or the Articles of Incorporation Bylaws (in each case, as may be amended from time to time) or these Bylaws and (div) any action Proceeding asserting a claim against the Corporation governed by the internal affairs doctrine; and (b) subject to the preceding provisions of this Article X, to the extent permitted by applicable law, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. If any action the subject matter of which is within the scope of clause (a) of the immediately preceding sentence is filed in a court other than the courts in the State of Delaware (a “Foreign Action”), such stockholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce the provisions of clause (a) of the immediately preceding sentence and (y) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. If any action the subject matter of which is within the scope of clause (b) of this Article X is filed in a court other than the federal district courts of the United States of America (a “Foreign Securities Act Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the federal district courts of the United States of America in connection with any action brought in any such court to enforce clause (b) (a “Securities Act Enforcement Action”), and (ii) having service of process made upon such stockholder in any such Securities Act Enforcement Action by service upon such stockholder’s counsel in the Foreign Securities Act Action as agent for such stockholder. For the avoidance of doubt, clause (b) of this Article X is intended to benefit and may be enforced by the Corporation, its officers and directors, the underwriters to any offering giving rise to any Proceeding, and any other professional or entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock any security of the corporation Corporation shall be deemed to have notice of and consented to this Article X. Notwithstanding the foregoing, the provisions of this Article 11X shall not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts of the United States have exclusive jurisdiction. If any provision or provisions of this Article 11 X shall be held to be invalid, illegal or unenforceable as applied to any person, entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article 11 X (including including, without limitation, each portion of any sentence paragraph of this Article 11 X containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) the application of such provision to other persons, persons or entities and circumstances shall not in any way be affected or impaired thereby.

Forum Selection. 38.1 Unless the corporation Company consents in writing to the selection of an alternative forum, : (a) the Superior Court federal district courts of King County in the State of Washington (or if such court lacks jurisdiction, the United States District Court of America shall be the exclusive forum for the Eastern District resolution of Washingtonany complaint asserting a cause of action arising under the Securities Act, including against any person or entity, including such claims brought against the Company, its directors, officers, employees, advisors, attorneys, accountants, underwriters to any offering giving rise to such complaint, or if such court lacks jurisdiction, the state courts any other professional or entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the State documents underlying the offering; provided that the foregoing provisions of Washingtonthis Article shall not apply to causes of action arising under the U.S. Securities Exchange Act of 1934, as amended; (b) The competent courts in Tel Aviv, Israel shall to the fullest extent permitted by law, be the sole and exclusive forum for (aA) any derivative action or proceeding brought on behalf of the corporationCompany, (bB) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the corporation Company to the corporation Company or the corporationCompany’s shareholders, or (cC) any action asserting a claim arising pursuant to any provision of the laws of the State of Washington Companies Law or the Articles of Incorporation or these Bylaws Securities Law and (d) providing that any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock the Company shall be deemed to have notice of and consented to these provisions. 38.2 Any person or entity purchasing or otherwise acquiring any interest in any shares of the corporation Company shall be deemed to have notice of and consented to the provisions of this Article 11Article. If any provision or provisions Dated 2022 (1) Endurance Acquisition Corp. (2) SatixFy MS (3) SatixFy Communications Ltd. PLAN OF MERGER THIS PLAN OF MERGER (this Plan of this Article 11 shall be held to be invalidMerger) is dated _________________________2022 PARTIES (1) Endurance Acquisition Corp., illegal or unenforceable as applied to any person, entity or circumstance for any reason whatsoever, then, to an exempted company incorporated under the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and laws of the remaining provisions Cayman Islands with registered number 374833 having its registered office at the offices of this Article 11 A▇▇▇▇▇▇ Global Services (including each portion Cayman) Limited, 7▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇-▇▇▇▇, Cayman Islands (the Company or the Surviving Company); (2) SatixFy MS, an exempted company incorporated under the laws of any sentence the Cayman Islands with registered number 387536 having its registered office at the offices of this Article 11 containing any such provision held to be invalidM▇▇▇▇▇ Corporate Services Limited, illegal or unenforceable that is not itself held to be invalidP▇ ▇▇▇ ▇▇▇, illegal or unenforceable▇▇▇▇▇▇ ▇▇▇▇▇, Grand Cayman, KY1-1104, Cayman Islands (the Merging Company); and (3) and SatixFy Communications Ltd., a limited liability company organised under the application laws of such provision to other personsthe State of Israel of 1▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, entities and circumstances shall not in any way be affected or impaired thereby▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ (PubCo).

Forum Selection. Unless the corporation Corporation consents in writing to the selection of an alternative forum, (i) the Superior Court of King County in Chancery (the “Chancery Court”) of the State of Washington Delaware (or if such court lacks or, in the event that the Chancery Court does not have jurisdiction, the United States District Court federal district court for the Eastern District of Washington, Delaware or if such court lacks jurisdiction, the other state courts of the State of WashingtonDelaware) shall shall, to the fullest extent permitted by law, be the sole and exclusive forum for (a1) any derivative action or proceeding brought on behalf of the corporationCorporation, (b2) any action asserting a claim of breach of a fiduciary duty owed by by, or any other wrongdoing by, any current or former director, officer or officer, other employee or stockholder of the corporation to the corporation or the corporation’s shareholdersCorporation, (c3) any action asserting a claim against the Corporation arising pursuant to any provision of the laws of the State of Washington or the Articles DGCL, this Certificate of Incorporation or these the Bylaws and or as to which the DGCL confers jurisdiction on the Court of Chancery, (d4) any action to interpret, apply, enforce or determine the validity of any provisions of this Certificate of Incorporation or the Bylaws, or (5) any other action asserting a claim governed by the internal affairs doctrinedoctrine and (ii) notwithstanding anything to the contrary herein, but subject to the foregoing provisions of this Article XIV, the federal district courts of the United States shall be the exclusive forum for the resolution of any action, suit or proceeding asserting a cause of action arising under the Securities Act of 1933, as amended. If any action the subject matter of which is within the scope of the preceding sentence is filed in a court other than the applicable courts specified in the immediately preceding sentence (a “Foreign Action”) in the name of any stockholder, such stockholder shall, to the fullest extent permitted by applicable law, be deemed to have consented to (a) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce the preceding sentence and (b) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. This provision will not apply to claims arising under the Securities Exchange Act of 1934, as amended, or other federal securities laws for which there is exclusive federal jurisdiction. Any person Person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the corporation Corporation shall be deemed to have notice of and consented to the provisions of this Article 11. If any provision or provisions of this Article 11 shall be held to be invalid, illegal or unenforceable as applied to any person, entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article 11 (including each portion of any sentence of this Article 11 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons, entities and circumstances shall not in any way be affected or impaired therebyXIV.

Forum Selection. Section 1. Unless the corporation consents in writing to the selection of an alternative forum, the Superior Court of King County in the State of Washington (or if such court lacks jurisdiction, the United States District Court for the Eastern District of Washington, or if such court lacks jurisdiction, the state courts Chancery of the State of Washington) shall Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (a1) any derivative action or proceeding brought on behalf of the corporation, (b2) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or officer, other employee or stockholder of the corporation to the corporation or the corporation’s shareholdersstockholders, or a claim for aiding and abetting any such breach, (c3) any action asserting a claim arising pursuant to any provision of the laws General Corporation Law of the State of Washington or Delaware, the Articles certificate of Incorporation incorporation or these Bylaws and by-laws or as to which the General Corporation Law of the State of Delaware confers jurisdiction on the Court of Chancery of the State of Delaware, or (d4) any action asserting a claim governed by the internal affairs doctrine. If the Court of Chancery of the State of Delaware does not have jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the State of Delaware shall be the sole and exclusive forum for the matters described in clauses (1) through (4) of this Section 1 of Article VIII. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the corporation shall be deemed to have notice of and consented to the provisions of this Section 1 of Article 11VIII and waived any argument relating to the inconvenience of the forums referenced above in connection with any matter described in clauses (1) through (4) of this Section 1 of Article VIII. If any provision or provisions of this Section 1 of Article 11 VIII shall be held to be invalid, illegal or unenforceable as applied to any person, entity person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions provision(s) in any other circumstance and of the remaining provisions of this Section 1 of Article 11 VIII (including including, without limitation, each portion of any sentence of this Section 1 of Article 11 VIII containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons, entities persons and circumstances shall not in any way be affected or impaired thereby.