Common use of Governing Law and Venue Clause in Contracts

Governing Law and Venue. (a) This Agreement shall be construed, performed and enforced in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Law.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Nevada without giving effect regard to its principles or rules of conflict conflicts of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New Yorklaws. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or action brought by either party against the other concerning the transactions contemplated hereby by this Warrant shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting only in the County of New York state courts located in the State of New YorkNevada or federal courts located in the State of Nevada. Each The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to action instituted hereunder and shall not assert any such Proceeding defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be conclusive entitled to recover from the other party its reasonable attorney’s fees and may be enforced in other jurisdictions by suit on costs. In the judgment event that any provision of this Warrant or in any other manner provided by Lawagreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Nevada without giving effect regard to its principles or rules of conflict conflicts of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New Yorklaws. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or action brought by either party against the other concerning the transactions contemplated hereby by this Warrant shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting only in the County of New York state courts located in the State of New YorkNevada or federal courts located in the State of Nevada. Each The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to action instituted hereunder and shall not assert any such Proceeding defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be conclusive entitled to recover from the other party its reasonable attorney's fees and may be enforced in other jurisdictions by suit on costs. In the judgment event that any provision of this Warrant or in any other manner provided by Lawagreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Delaware without giving effect regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the Commonwealth of Massachusetts or federal courts located in the Commonwealth of Massachusetts. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its principles reasonable attorney’s fees and costs. In the event that any provision of this Warrant or rules any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of conflict of Laws law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such principles statute or rules would require or permit the application rule of the Laws of another jurisdiction other than the State of New Yorklaw. Any action, claim, demand, such provision which may prove invalid or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity unenforceable under any law shall not affect the validity or otherwise) arising out enforceability of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawprovision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Nevada without giving effect regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the Commonwealth of Massachusetts or in the federal courts located in the Commonwealth of Massachusetts. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party its principles reasonable attorney's fees and costs. In the event that any provision of this Warrant or rules any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of conflict of Laws law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such principles statute or rules would require or permit the application rule of the Laws of another jurisdiction other than the State of New Yorklaw. Any actionsuch provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, claim, demand, action or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the transactions contemplated hereby shall be brought solely address in effect for notices to it under this Agreement and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding service shall be conclusive constitute good and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, sufficient service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Delaware without giving effect regard to its principles or rules of conflict conflicts of Laws laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the Court of Chancery of the State of Delaware or, to the extent such principles or rules would require or permit court does not have subject matter jurisdiction, the application United States District Court for the District of Delaware or, to the extent that neither of the Laws foregoing courts has jurisdiction, the Superior Court of another jurisdiction other than the State of New YorkDelaware. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT, OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any action, claim, demand, such provision which may prove invalid or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity unenforceable under any law shall not affect the validity or otherwise) arising out enforceability of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawprovision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the State of New York without giving effect to its principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York federal courts located in the State of New York. Each The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to action instituted hereunder and shall not assert any such Proceeding defense based on lack of jurisdiction or venue or based upon forum non conveniens. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be conclusive entitled to recover from the other party its reasonable attorney’s fees and may be enforced in other jurisdictions by suit on costs. In the judgment event that any provision of this Warrant or in any other manner provided by Lawagreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under this Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Nevada without giving effect regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the Commonwealth of Massachusetts or in the federal courts located in the Commonwealth of Massachusetts. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party its principles reasonable attorney’s fees and costs. In the event that any provision of this Warrant or rules any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of conflict of Laws law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such principles statute or rules would require or permit the application rule of the Laws of another jurisdiction other than the State of New Yorklaw. Any actionsuch provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, claim, demand, action or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the transactions contemplated hereby shall be brought solely address in effect for notices to it under this Agreement and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding service shall be conclusive constitute good and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, sufficient service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Nevada without giving effect regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the Commonwealth of Massachusetts or federal courts located in Commonwealth of Massachusetts. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its principles reasonable attorney’s fees and costs. In the event that any provision of this Warrant or rules any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of conflict of Laws law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such principles statute or rules would require or permit the application rule of the Laws of another jurisdiction other than the State of New Yorklaw. Any actionsuch provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, claim, demand, action or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the transactions contemplated hereby shall be brought solely address in effect for notices to it under this Agreement and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding service shall be conclusive constitute good and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, sufficient service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Law.law. Form of Warrant

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Nevada without giving effect regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the Commonwealth of Massachusetts or federal courts located in Commonwealth of Massachusetts. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT, OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its principles reasonable attorney’s fees and costs. In the event that any provision of this Warrant or rules any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of conflict of Laws law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such principles statute or rules would require or permit the application rule of the Laws of another jurisdiction other than the State of New Yorklaw. Any action, claim, demand, such provision which may prove invalid or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity unenforceable under any law shall not affect the validity or otherwise) arising out enforceability of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawprovision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be construed, performed governed by and construed and enforced in accordance with the Laws internal laws of the State of New York Delaware, without giving effect to its principles or rules of conflict of Laws regard to the extent such principles or rules would require or permit of conflicts of law thereof. Each party agrees that all legal proceedings concerning the application interpretations, enforcement and defense of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby by this Warrant (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be brought solely and commenced exclusively in any New York State court or Federal court of the United States of America state and federal courts sitting in the County state of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawMaryland. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such the state and federal courts sitting in respect the state of Maryland for the adjudication of any such Proceedingdispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably and unconditionally waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue jurisdiction of any such Proceeding court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such court suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of effect for notices and agrees that such Proceeding in any such court. Each of the parties hereto hereby irrevocably service shall constitute good and unconditionally agrees that, to the fullest extent permitted by applicable Law, sufficient service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw. If either party shall commence an action or proceeding to enforce any provisions of this Warrant, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceedings or questions concerning the construction, validity, enforcement and interpretation of this Warrant.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Delaware without giving effect regard to its principles or rules of conflict conflicts of Laws laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the Court of Chancery of the State of Delaware or, to the extent such principles or rules would require or permit court does not have subject matter jurisdiction, the application United States District Court for the District of Delaware or, to the extent that neither of the Laws foregoing courts has jurisdiction, the Superior Court of another jurisdiction other than the State of New YorkDelaware. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any action, claim, demand, such provision which may prove invalid or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity unenforceable under any law shall not affect the validity or otherwise) arising out enforceability of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawprovision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Nevada without giving effect regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the Commonwealth of Massachusetts or federal courts located in the Commonwealth of Massachusetts. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT, OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its principles reasonable attorney's fees and costs. In the event that any provision of this Warrant or rules any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of conflict of Laws law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such principles statute or rules would require or permit the application rule of the Laws of another jurisdiction other than the State of New Yorklaw. Any action, claim, demand, such provision which may prove invalid or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity unenforceable under any law shall not affect the validity or otherwise) arising out enforceability of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawprovision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Delaware without giving effect regard to its principles or rules of conflict conflicts of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New Yorklaws. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or action brought by either party against the other concerning the transactions contemplated by this Warrant or any other agreement, certificate, instrument or document contemplated hereby shall be brought solely and exclusively only in any New York the Court of Chancery of the State of Delaware or, to the extent such court or Federal court of does not have subject matter jurisdiction, the United States District Court for the District of America sitting in Delaware or, to the County extent that neither of New York in the foregoing courts has jurisdiction, the Superior Court of the State of New YorkDelaware (collectively, the “Delaware Courts”). Each The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to action instituted hereunder and shall not assert any such Proceeding defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be conclusive entitled to recover from the other party its reasonable attorney's fees and may be enforced in other jurisdictions by suit on costs. In the judgment event that any provision of this Warrant or in any other manner provided by Lawagreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed construed and enforced in accordance with with, and all questions concerning the Laws construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York Delaware, without giving effect to its principles any choice of law or rules of conflict of Laws to law provision or rule (whether of the extent such principles State of Delaware or rules any other jurisdictions) that would require or permit cause the application of the Laws laws of another jurisdiction any jurisdictions other than the State of New YorkDelaware. Any actionExcept as otherwise required by Section 15 of this Warrant, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or any action brought by the Company concerning the transactions contemplated by this Warrant or any other agreement, certificate, instrument or document contemplated hereby shall be brought solely and exclusively only in any New York State a state or federal court or Federal court of the United States of America sitting in the County of New York located in the State of New YorkDelaware. Each Any action brought by the Holder concerning the transactions contemplated by this Warrant or any other agreement, certificate, instrument or document contemplated hereby shall be brought only in either (a) a state or federal court located in the State of Delaware, or (b) a state or federal court located in the Commonwealth of Massachusetts. Notwithstanding anything in the foregoing to the contrary, nothing herein (i) shall limit, or shall be deemed or construed to limit, the ability of the parties hereto agrees that Holder to realize on any collateral or any other security, or to enforce a final judgment or other court ruling in favor of the Holder, including through a legal action in any court of competent jurisdiction, or (subject to any appeals therefromii) relating to any such Proceeding shall limit, or shall be conclusive and may be enforced in other jurisdictions by suit on the judgment deemed or in any other manner provided by Law. Each party hereto hereby irrevocably submits construed to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do solimit, any objection which it may now or hereafter have to the laying provision of venue of any such Proceeding in any such court in accordance with the provisions Section 15 of this Section 5.3Warrant. Each of the parties hereto The Company hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any objection to jurisdiction and venue of any action instituted hereunder, any claim that it is not personally subject to the fullest extent permitted by Lawjurisdiction of any such court, the defense of and any claim that such suit, action or proceeding is brought in an inconvenient forum to or that the maintenance venue of such Proceeding in any such courtsuit, action or proceeding is improper (including but not limited to based upon forum non conveniens). Each of the parties hereto hereby THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTIONS CONTEMPLATED HEREBY. The Company irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to such party’s process being served in any suit, action or proceeding in connection with this Warrant or any other agreement, certificate, instrument or document contemplated hereby or thereby by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to Company at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under this Warrant and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw. The prevailing party in any action or dispute brought in connection with this Warrant or any other agreement, certificate, instrument or document contemplated hereby or thereby shall be entitled to recover from the other party its reasonable attorney’s fees and costs. If any provision of this Warrant shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Warrant in that jurisdiction or the validity or enforceability of any provision of this Warrant in any other jurisdiction.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Delaware without giving effect regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the Commonwealth of Massachusetts or federal courts located in the Commonwealth of Massachusetts. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its principles reasonable attorney's fees and costs. In the event that any provision of this Warrant or rules any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of conflict of Laws law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such principles statute or rules would require or permit the application rule of the Laws of another jurisdiction other than the State of New Yorklaw. Any action, claim, demand, such provision which may prove invalid or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity unenforceable under any law shall not affect the validity or otherwise) arising out enforceability of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawprovision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement shall be construed, performed and enforced in accordance with If a dispute arises between the Laws of the State of New York without giving effect to its principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising parties including disputes that may arise out of or relating relates to this Agreement or the transactions contemplated hereby shall breach, termination, or validity thereof (hereinafter “Dispute”), and if a Dispute cannot be brought solely and exclusively settled through direct discussions, the parties agree that a federal or state court located in any New York State court or Federal court of the United States of America sitting Fayette County, in the County of New York in the State of New York. Each of Commonwealth Kentucky, is an appropriate forum and the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 hereto hereby irrevocably submits consent to the exclusive jurisdiction of such courts courts. AS SUCH, ANY AND ALL ACTIONS, SUITS, OR OTHER LEGAL PROCEEDINGS ARISING FROM OR REGARDING THIS AGREEMENT AND ANY DISPUTE BETWEEN THE PARTIES (INCLUDING ANY ACTION BY EXECUTIVE AGAINST ANOTHER COMPANY EMPLOYEE(S) OR AGENT(S)) SHALL BE BROUGHT EXCLUSIVELY IN A STATE OR FEDERAL COURT SITUATED WITHIN FAYETTE COUNTY IN THE COMMONWEALTH OF KENTUCKY. THE PARTIES WAIVE ANY OBJECTION A PARTY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH PROCEEDING IN FAYETTE COUNTY THE LOCATION OF THE PRINCIPAL OFFICE OF THE COMPANY; provided, however, that an action or ancillary proceeding to enforce injunctive relief or a judgment obtained by a party in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it said Fayette County court may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding be in any such court appropriate forum. This Agreement shall be deemed to have been entered into in the Commonwealth of Kentucky; this Agreement is a contract performable wholly or partly within the Commonwealth of Kentucky; and this Agreement as well as any Dispute shall be governed by, enforced and interpreted in accordance with the provisions of this Section 5.3. Each laws of the parties hereto hereby irrevocably waivesCommonwealth of Kentucky notwithstanding its conflict of law provisions. In any action by Company against Executive in any forum, Executive waives personal service of any summons, complaint or other process and agrees that the service thereof may be made personally or by registered or certified mail directed to the fullest extent permitted by LawExecutive at his/her home address. THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY SUCH ACTION, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by LawSUIT OR OTHER LEGAL PROCEEDING.

Governing Law and Venue. (a) This Agreement shall be construedTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, performed and enforced in accordance with CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The parties hereby irrevocably submit to the Laws personal jurisdiction of the Court of Chancery of the State of New York without giving effect to its principles or rules Delaware or, if such Court of conflict of Laws to Chancery shall lack subject matter jurisdiction, the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court courts of the United States of America sitting in the County of New York located in the State of New York. Each Delaware, solely in respect of the parties hereto agrees interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement, and in respect of the transactions contemplated by this Agreement, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof that a final judgment (it is not subject to any appeals therefrom) relating to any thereto or that such Proceeding shall action, suit or proceeding may not be conclusive and brought or is not maintainable in said courts or US-DOCS\91977828.5 that the venue thereof may not be appropriate or that this Agreement may not be enforced in other jurisdictions or by suit on such courts, and the judgment parties irrevocably agree that all claims relating to such action, proceeding or transactions shall be heard and determined in such courts. The parties hereby consent to and grant any other manner provided by Law. Each party hereto hereby irrevocably submits to such court jurisdiction over the exclusive jurisdiction person of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waivesparties and, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, over the defense of an inconvenient forum to the maintenance subject matter of such Proceeding dispute and agree that mailing of process or other papers in connection with any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding 15 or in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by LawLaw shall be valid and sufficient service thereof.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Nevada without giving effect regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the Commonwealth of Massachusetts or federal courts located in Commonwealth of Massachusetts. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its principles reasonable attorney’s fees and costs. In the event that any provision of this Warrant or rules any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of conflict of Laws law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such principles statute or rules would require or permit the application rule of the Laws of another jurisdiction other than the State of New Yorklaw. Any actionsuch provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, claim, demand, action or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the transactions contemplated hereby shall be brought solely address in effect for notices to it under this Agreement and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding service shall be conclusive constitute good and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, sufficient service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the State of New York without giving effect to its principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York federal courts located in the State of New York. Each The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to action instituted hereunder and shall not assert any such Proceeding defense based on lack of jurisdiction or venue or based upon forum non conveniens. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be conclusive entitled to recover from the other party its reasonable attorney's fees and may be enforced in other jurisdictions by suit on costs. In the judgment event that any provision of this Warrant or in any other manner provided by Lawagreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under this Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be construed, performed governed by and construed and enforced in accordance with the Laws internal laws of the State of New York Nevada, without giving effect to its principles or rules of conflict of Laws regard to the extent such principles or rules would require or permit of conflicts of law thereof. Each party agrees that all legal proceedings concerning the application interpretations, enforcement and defense of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby by this Warrant (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be brought solely and commenced exclusively in any New York State court or Federal court of the United States of America state and federal courts sitting in the County state of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawCalifornia. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such the state and federal courts sitting in respect the state of California, County of Los Angeles for the adjudication of any such Proceedingdispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably and unconditionally waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue jurisdiction of any such Proceeding court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such court suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of effect for notices and agrees that such Proceeding in any such court. Each of the parties hereto hereby irrevocably service shall constitute good and unconditionally agrees that, to the fullest extent permitted by applicable Law, sufficient service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw. If either party shall commence an action or proceeding to enforce any provisions of this Warrant, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceedings or questions concerning the construction, validity, enforcement and interpretation of this Warrant.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Nevada without giving effect regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the Commonwealth of Massachusetts or federal courts located in Commonwealth of Massachusetts. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its principles reasonable attorney's fees and costs. In the event that any provision of this Warrant or rules any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of conflict of Laws law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such principles statute or rules would require or permit the application rule of the Laws of another jurisdiction other than the State of New Yorklaw. Any actionsuch provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, claim, demand, action or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the transactions contemplated hereby shall be brought solely address in effect for notices to it under this Agreement and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding service shall be conclusive constitute good and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, sufficient service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Law.law. Form of Warrant

Governing Law and Venue. THIS AGREEMENT, TOGETHER WITH ANY CLAIM, DISPUTE, REMEDY OR LEGAL PROCEEDING ARISING FROM OR RELATING TO THIS AGREEMENT OR ANY RELIEF OR REMEDIES SOUGHT BY THE PARTIES, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, SHALL BE CONSTRUED, PERFORMED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Each of the Parties (ai) This Agreement shall be construedsubmits to the exclusive jurisdiction of the Bankruptcy Court (or, performed and enforced in accordance with if the Laws Bankruptcy Court declines to accept jurisdiction over a particular matter, then the Chancery Court of the State of New York without giving effect to its principles or rules Delaware, and if the Chancery Court of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any actionDelaware declines jurisdiction, claimthen any state or federal court sitting in Delaware) in any Action arising out of or relating to this Agreement, demand, or proceeding (a “Proceeding”ii) agrees that all claims in respect of such Action may be heard and determined in any such court and (whether sounding in contract, tort, equity or otherwiseiii) agrees not to bring any Action arising out of or relating to this Agreement (whether on the basis of a claim sounding in contract, tort or the transactions contemplated hereby shall be brought solely and exclusively otherwise) in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New Yorkother court. Each of the parties hereto Parties agrees that a final judgment in any such Action shall be conclusive (subject to any appeals therefrom) relating to any such 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 hereto hereby irrevocably submits to of the exclusive jurisdiction of such courts in respect of any such Proceeding, and Parties hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such Delaware or federal court in accordance with the provisions of this Section 5.37.3. Each of the parties hereto Parties hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding Action in any such court. Each of the parties hereto Parties hereby irrevocably and unconditionally agrees that, consents to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.37.5. Nothing in this Agreement will affect the right of any party to this Agreement Party to serve process in any other manner permitted by Law.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Nevada without giving effect regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the Commonwealth of Massachusetts or federal courts located in Commonwealth of Massachusetts. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT, OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its principles reasonable attorney's fees and costs. In the event that any provision of this Warrant or rules any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of conflict of Laws law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such principles statute or rules would require or permit the application rule of the Laws of another jurisdiction other than the State of New Yorklaw. Any action, claim, demand, such provision which may prove invalid or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity unenforceable under any law shall not affect the validity or otherwise) arising out enforceability of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawprovision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Delaware without giving effect regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the Commonwealth of Massachusetts or in the federal courts located in the Commonwealth of Massachusetts. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party its principles reasonable attorney's fees and costs. In the event that any provision of this Warrant or rules any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of conflict of Laws law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such principles statute or rules would require or permit the application rule of the Laws of another jurisdiction other than the State of New Yorklaw. Any actionsuch provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, claim, demand, action or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the transactions contemplated hereby shall be brought solely address in effect for notices to it under this Agreement and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding service shall be conclusive constitute good and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, sufficient service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Nevada without giving effect regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the Commonwealth of Massachusetts or federal courts located in the Commonwealth of Massachusetts. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its principles reasonable attorney’s fees and costs. In the event that any provision of this Warrant or rules any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of conflict of Laws law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such principles statute or rules would require or permit the application rule of the Laws of another jurisdiction other than the State of New Yorklaw. Any action, claim, demand, such provision which may prove invalid or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity unenforceable under any law shall not affect the validity or otherwise) arising out enforceability of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawprovision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Delaware without giving effect regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the Commonwealth of Massachusetts or federal courts located in Commonwealth of Massachusetts. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT, OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its principles reasonable attorney's fees and costs. In the event that any provision of this Warrant or rules any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of conflict of Laws law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such principles statute or rules would require or permit the application rule of the Laws of another jurisdiction other than the State of New Yorklaw. Any action, claim, demand, such provision which may prove invalid or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity unenforceable under any law shall not affect the validity or otherwise) arising out enforceability of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawprovision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in New York without giving effect York, NY or in the federal courts located in New York, NY. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party its principles reasonable attorney's fees and costs. In the event that any provision of this Warrant or rules any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of conflict of Laws law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such principles statute or rules would require or permit the application rule of the Laws of another jurisdiction other than the State of New Yorklaw. Any actionsuch provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, claim, demand, action or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the transactions contemplated hereby shall be brought solely address in effect for notices to it under this Agreement and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding service shall be conclusive constitute good and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, sufficient service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Delaware without giving effect regard to its principles or rules of conflict conflicts of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New Yorklaws. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or action brought by either party against the other concerning the transactions contemplated hereby by this Warrant shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting only in the County of New York state courts located in the State of New YorkDelaware or federal courts located in the State of Delaware. Each The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to action instituted hereunder and shall not assert any such Proceeding defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be conclusive entitled to recover from the other party its reasonable attorney's fees and may be enforced in other jurisdictions by suit on costs. In the judgment event that any provision of this Warrant or in any other manner provided by Lawagreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Delaware without giving effect regard to its principles or rules of conflict conflicts of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New Yorklaws. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or action brought by either party against the other concerning the transactions contemplated by this Warrant or any other agreement, certificate, instrument or document contemplated hereby shall be brought solely and exclusively only in any New York the state courts located in the Court of Chancery of the State of Delaware or, to the extent such court or Federal court of does not have subject matter jurisdiction, the United States District Court for the District of America sitting in Delaware or, to the County extent that neither of New York in the foregoing courts has jurisdiction, the Superior Court of the State of New YorkDelaware. Each The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to action instituted hereunder and shall not assert any such Proceeding defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be conclusive entitled to recover from the other party its reasonable attorney’s fees and may be enforced in other jurisdictions by suit on costs. In the judgment event that any provision of this Warrant or in any other manner provided by Lawagreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Nevada without giving effect regard to its principles or rules of conflict conflicts of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New Yorklaws. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or action brought by either party against the other concerning the transactions contemplated hereby by this Warrant shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting only in the County of New York state courts located in the State of New YorkNevada or federal courts located in the State of Nevada. Each The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to action instituted hereunder and shall not assert any such Proceeding defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT, OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be conclusive entitled to recover from the other party its reasonable attorney’s fees and may be enforced in other jurisdictions by suit on costs. In the judgment event that any provision of this Warrant or in any other manner provided by Lawagreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Delaware without giving effect regard to its principles or rules of conflict conflicts of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New Yorklaws. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or action brought by either party against the other concerning the transactions contemplated by this Warrant or any other agreement, certificate, instrument or document contemplated hereby shall be brought solely and exclusively only in any New York the Court of Chancery of the State of Delaware or, to the extent such court or Federal court of does not have subject matter jurisdiction, the United States District Court for the District of America sitting in Delaware or, to the County extent that neither of New York in the foregoing courts has jurisdiction, the Superior Court of the State of New YorkDelaware. Each The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to action instituted hereunder and shall not assert any such Proceeding defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be conclusive entitled to recover from the other party its reasonable attorney’s fees and may be enforced in other jurisdictions by suit on costs. In the judgment event that any provision of this Warrant or in any other manner provided by Lawagreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Delaware without giving effect regard to its principles or rules of conflict conflicts of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New Yorklaws. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or action brought by either party against the other concerning the transactions contemplated by this Warrant or any other agreement, certificate, instrument or document contemplated hereby shall be brought solely and exclusively only in any New York the Court of Chancery of the State of Delaware or, to the extent such court or Federal court of does not have subject matter jurisdiction, the United States District Court for the District of America sitting in Delaware or, to the County extent that neither of New York in the foregoing courts has jurisdiction, the Superior Court of the State of New YorkDelaware. Each The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to action instituted hereunder and shall not assert any such Proceeding defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT, OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be conclusive entitled to recover from the other party its reasonable attorney’s fees and may be enforced in other jurisdictions by suit on costs. In the judgment event that any provision of this Warrant or in any other manner provided by Lawagreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Delaware without giving effect regard to its principles or rules of conflict conflicts of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New Yorklaws. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or action brought by either party against the other concerning the transactions contemplated by this Warrant or any other agreement, certificate, instrument or document contemplated hereby shall be brought solely and exclusively only in any New York the Court of Chancery of the State of Delaware or, to the extent such court or Federal court of does not have subject matter jurisdiction, the United States District Court for the District of America sitting in Delaware or, to the County extent that neither of New York in the foregoing courts has jurisdiction, the Superior Court of the State of New YorkDelaware (collectively, the “Delaware Courts”). Each The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to action instituted hereunder and shall not assert any such Proceeding defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be conclusive entitled to recover from the other party its reasonable attorney’s fees and may be enforced in other jurisdictions by suit on costs. In the judgment event that any provision of this Warrant or in any other manner provided by Lawagreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement shall The Michigan Business Corporation Act will govern all questions concerning the due authorization and issuance of the Warrant Shares issuable upon the exercise of this Warrant. All other questions concerning the construction, validity, enforcement and interpretation of this Warrant will be construed, performed governed by and construed and enforced in accordance with the Laws internal procedural and substantive laws of the State of New York, without regard to the principles of conflicts of law thereof. All legal proceedings concerning the construction, validity, enforcement and interpretation of this Warrant (whether brought against the Company or the Holder or their respective Affiliates, directors, officers, shareholders, employees or agents) will be commenced exclusively (a) in the United States District Court for the state of New York located in the Southern District of New York and (b) in a state court of the State of New York without giving effect to its principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting located in the County of New York in the State county of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of such the foregoing courts in respect for the adjudication of any such Proceeding, and hereby irrevocably and unconditionally waives, to dispute arising in connection with this Warrant for the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue adjudication of any such Proceeding dispute arising in any such court in accordance connection with the provisions of this Section 5.3. Each of the parties hereto Warrant and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the fullest extent permitted jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. The Company and, by Lawits acceptance of this Warrant, the defense Holder hereby irrevocably waives personal service of an inconvenient forum process and consents to the maintenance of such Proceeding process being served in any such court. Each suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the parties hereto hereby irrevocably address in effect for notices to it under the Securities Purchase Agreement and unconditionally agrees that, to the fullest extent permitted by applicable Law, that such service will constitute good and sufficient service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, notice thereof. Nothing contained herein will be effective service of process for deemed to limit in any Proceeding in New York with respect to way any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement shall be construed, performed and enforced in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to in any such 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 hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it such party may legally and effectively do so, any objection which it such party may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Law. The consent to jurisdiction set forth in this Section 5.3 shall not constitute a general consent to service of process in the State of New York and shall have no effect for any purpose except as provided in this Section. Each of the parties agrees that a final judgment in any such suit, 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.

Governing Law and Venue. (a) This Agreement All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be construed, performed governed by and construed and enforced in accordance with the Laws internal laws of the State of New York Delaware, without giving effect to its principles or rules of conflict of Laws regard to the extent such principles or rules would require or permit of conflicts of law thereof. Each party agrees that all legal proceedings concerning the application interpretations, enforcement and defense of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby by this Warrant (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be brought solely and commenced exclusively in any New York State court or Federal court the U.S. District Court for the District of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawMaryland. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect the U.S. District Court for the District of Maryland for the adjudication of any such Proceedingdispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably and unconditionally waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue jurisdiction of any such Proceeding court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such court suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of effect for notices and agrees that such Proceeding in any such court. Each of the parties hereto hereby irrevocably service shall constitute good and unconditionally agrees that, to the fullest extent permitted by applicable Law, sufficient service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw. If either party shall commence an action or proceeding to enforce any provisions of this Warrant, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceedings or questions concerning the construction, validity, enforcement and interpretation of this Warrant.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Nevada without giving effect regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in Orange County, California or federal courts located in Orange County, California. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its principles reasonable attorney’s fees and costs. In the event that any provision of this Warrant or rules any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of conflict of Laws law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such principles statute or rules would require or permit the application rule of the Laws of another jurisdiction other than the State of New Yorklaw. Any action, claim, demand, such provision which may prove invalid or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity unenforceable under any law shall not affect the validity or otherwise) arising out enforceability of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawprovision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of Wyoming without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the State of New York without giving effect to its principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York federal courts located in the State of New York. Each The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to action instituted hereunder and shall not assert any such Proceeding defense based on lack of jurisdiction or venue or based upon forum non conveniens. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be conclusive entitled to recover from the other party its reasonable attorney’s fees and may be enforced in other jurisdictions by suit on costs. In the judgment event that any provision of this Warrant or in any other manner provided by Lawagreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under this Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Delaware without giving effect regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the Commonwealth of Massachusetts or federal courts located in the Commonwealth of Massachusetts. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT, OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its principles reasonable attorney's fees and costs. In the event that any provision of this Warrant or rules any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of conflict of Laws law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such principles statute or rules would require or permit the application rule of the Laws of another jurisdiction other than the State of New Yorklaw. Any action, claim, demand, such provision which may prove invalid or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity unenforceable under any law shall not affect the validity or otherwise) arising out enforceability of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawprovision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Delaware without giving effect regard to its principles or rules of conflict conflicts of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New Yorklaws. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or action brought by either party against the other concerning the transactions contemplated hereby by this Warrant shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting only in the County of New York state courts located in the State of New YorkDelaware or federal courts located in the State of Delaware. Each The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to action instituted hereunder and shall not assert any such Proceeding defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT, OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be conclusive entitled to recover from the other party its reasonable attorney's fees and may be enforced in other jurisdictions by suit on costs. In the judgment event that any provision of this Warrant or in any other manner provided by Lawagreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Law.law. ​

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Nevada without giving effect regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the Commonwealth of Massachusetts or federal courts located in Commonwealth of Massachusetts. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its principles reasonable attorney's fees and costs. In the event that any provision of this Warrant or rules any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of conflict of Laws law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such principles statute or rules would require or permit the application rule of the Laws of another jurisdiction other than the State of New Yorklaw. Any actionsuch provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, claim, demand, action or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the transactions contemplated hereby shall be brought solely address in effect for notices to it under this Agreement and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding service shall be conclusive constitute good and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, sufficient service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Nevada without giving effect regard to its principles or rules of conflict conflicts of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New Yorklaws. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or action brought by either party against the other concerning the transactions contemplated hereby by this Warrant shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting only in the County of New York state courts located in the State of New YorkNevada or federal courts located in the State of Nevada. Each The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to action instituted hereunder and shall not assert any such Proceeding defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT, OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be conclusive entitled to recover from the other party its reasonable attorney's fees and may be enforced in other jurisdictions by suit on costs. In the judgment event that any provision of this Warrant or in any other manner provided by Lawagreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Florida without giving effect regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in Brevard County, Florida or federal courts located in Brevard County, Florida. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT, OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its principles reasonable attorney's fees and costs. In the event that any provision of this Warrant or rules any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of conflict of Laws law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such principles statute or rules would require or permit the application rule of the Laws of another jurisdiction other than the State of New Yorklaw. Any action, claim, demand, such provision which may prove invalid or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity unenforceable under any law shall not affect the validity or otherwise) arising out enforceability of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawprovision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement shall be construedIf a dispute arises between the parties, performed and enforced in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising including disputes that may arise out of or relating relate to this Agreement or the transactions contemplated hereby shall be brought solely breach, termination, or validity thereof, or the compensation, promotion, demotion, discipline, discharge, or terms and exclusively in any New York State court or Federal court conditions of employment of the United States of America sitting Employee (hereinafter, a “Dispute”), and if a Dispute cannot be settled through direct discussions, the parties agree that a federal or state court located in Fayette County, in the County Commonwealth of New York in the State of New York. Each of Kentucky, is an appropriate forum and the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 hereto hereby irrevocably submits consent to the exclusive legal jurisdiction of such courts courts. AS SUCH, ANY AND ALL ACTIONS, SUITS, OR OTHER LEGAL PROCEEDINGS ARISING FROM OR REGARDING THIS AGREEMENT AND ANY DISPUTE BETWEEN THE PARTIES (INCLUDING ANY ACTION BY THE EMPLOYEE AGAINST ANOTHER EMPLOYEE OR AGENT OF THE EMPLOYER) SHALL BE BROUGHT EXCLUSIVELY IN A STATE OR FEDERAL COURT SITUATED WITHIN FAYETTE COUNTY IN THE COMMONWEALTH OF KENTUCKY. THE PARTIES HEREBY WAIVE ANY OBJECTION THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH PROCEEDING IN FAYETTE COUNTY, THE LOCATION OF THE PRINCIPAL OFFICE OF THE EMPLOYER; provided, however, that an action or ancillary proceeding to enforce injunctive relief or a judgment obtained by a party in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it said Fayette County court may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding be in any such court appropriate forum. This Agreement shall be deemed to have been entered into in the Commonwealth of Kentucky; this Agreement is a contract performable wholly or partly within the Commonwealth of Kentucky; and this Agreement as well as any Dispute shall be governed by, enforced and interpreted in accordance with the provisions of this Section 5.3. Each laws of the parties hereto hereby irrevocably waivesCommonwealth of Kentucky, notwithstanding its conflict of law provisions. In any action by the Employer against the Employee in any forum, the Employee waives personal service of any summons, complaint or other process and agrees that the service thereof may be made personally or by registered or certified mail directed to the fullest extent permitted by LawEmployee at his home address. THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY SUCH ACTION, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by LawSUIT OR OTHER LEGAL PROCEEDING.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Delaware without giving effect regard to its principles or rules of conflict conflicts of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New Yorklaws. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or action brought by either party against the other concerning the transactions contemplated hereby by this Warrant shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting only in the County of New York state courts located in the State of New YorkDelaware or federal courts located in the State of Delaware. Each The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to action instituted hereunder and shall not assert any such Proceeding defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be conclusive entitled to recover from the other party its reasonable attorney's fees and may be enforced in other jurisdictions by suit on costs. In the judgment event that any provision of this Warrant or in any other manner provided by Lawagreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under the Finder’s Fee Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Delaware without giving effect regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the Commonwealth of Massachusetts or federal courts located in Commonwealth of Massachusetts. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its principles reasonable attorney's fees and costs. In the event that any provision of this Warrant or rules any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of conflict of Laws law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such principles statute or rules would require or permit the application rule of the Laws of another jurisdiction other than the State of New Yorklaw. Any actionsuch provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, claim, demand, action or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the transactions contemplated hereby shall be brought solely address in effect for notices to it under this Agreement and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding service shall be conclusive constitute good and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, sufficient service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of Delaware without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in New York without giving effect York, NY or federal courts located in New York, NY. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its principles reasonable attorney’s fees and costs. In the event that any provision of this Warrant or rules any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of conflict of Laws law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such principles statute or rules would require or permit the application rule of the Laws of another jurisdiction other than the State of New Yorklaw. Any action, claim, demand, such provision which may prove invalid or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity unenforceable under any law shall not affect the validity or otherwise) arising out enforceability of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawprovision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under this Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Delaware without giving effect regard to its principles or rules of conflict conflicts of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New Yorklaws. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or action brought by either party against the other concerning the transactions contemplated by this Warrant or any other agreement, certificate, instrument or document contemplated hereby shall be brought solely and exclusively only in any New York the state courts located in the Court of Chancery of the State of Delaware or, to the extent such court or Federal court of does not have subject matter jurisdiction, the United States District Court for the District of America sitting in Delaware or, to the County extent that neither of New York in the foregoing courts has jurisdiction, the Superior Court of the State of New YorkDelaware. Each The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to action instituted hereunder and shall not assert any such Proceeding defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be conclusive entitled to recover from the other party its reasonable attorney's fees and may be enforced in other jurisdictions by suit on costs. In the judgment event that any provision of this Warrant or in any other manner provided by Lawagreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Delaware without giving effect regard to its principles or rules of conflict conflicts of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New Yorklaws. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or action brought by either party against the other concerning the transactions contemplated hereby by this Warrant shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting only in the County of New York state courts located in the State of New YorkJersey or in the federal courts located in the State of New Jersey. Each The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to action instituted hereunder and shall not assert any such Proceeding defense based on lack of jurisdiction or venue or based upon forum non conveniens. THE HOLDER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be conclusive entitled to recover from the other party its reasonable attorney’s fees and may be enforced in other jurisdictions by suit on costs. In the judgment event that any provision of this Warrant or in any other manner provided by Lawagreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under this Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of Delaware without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in New York without giving effect York, NY or in the federal courts located in New York, NY. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party its principles reasonable attorney’s fees and costs. In the event that any provision of this Warrant or rules any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of conflict of Laws law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such principles statute or rules would require or permit the application rule of the Laws of another jurisdiction other than the State of New Yorklaw. Any actionsuch provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, claim, demand, action or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the transactions contemplated hereby shall be brought solely address in effect for notices to it under this Agreement and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding service shall be conclusive constitute good and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, sufficient service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement shall All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents will be construed, performed governed by and construed and enforced in accordance with the Laws internal procedural and substantive laws of the State of New York Delaware, without giving effect to its principles or rules of conflict of Laws regard to the extent such principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the construction, validity, enforcement and interpretation of this Agreement or rules would require or permit the application of the Laws of another jurisdiction any other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) Transaction Document (whether sounding in contract, tort, equity or otherwise) arising out of or relating brought against a party to this Agreement or the transactions contemplated hereby shall its respective Affiliates, directors, officers, stockholders, employees or agents) will be brought solely and exclusively subject to the jurisdiction (a) in any New York the United States District Court for the State court or Federal of Delaware and (b) in a state court of the United States State of America sitting Delaware located in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawWilmington. Each party hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of such the foregoing courts in respect for the adjudication of any such Proceeding, dispute arising in connection with this Agreement or any other Transaction Document and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the fullest extent permitted by Lawjurisdiction of any such court, the defense of that such suit, action or proceeding is improper or is an inconvenient forum venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to the maintenance of such Proceeding process being served in any such court. Each suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the parties hereto hereby irrevocably address in effect for notices to it under this Agreement and unconditionally agrees that, to the fullest extent permitted by applicable Law, that such service will constitute good and sufficient service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, notice thereof. Nothing contained herein will be effective service of process for deemed to limit in any Proceeding in New York with respect to way any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement shall be construed, performed governed by and enforced construed in accordance with the Laws domestic laws of the State of New York Nevada without giving effect to its principles any choice or rules of conflict of Laws law provision or rule. Each Party hereby agrees and consents to be subject to the extent such principles or rules would require or permit the application exclusive jurisdiction of the Laws state and federal courts located in Cxxxx County, Nevada, and hereby waive the right to assert the lack of another personal or subject matter jurisdiction or improper venue in connection with any such suit, action or other than proceeding. In furtherance of the State foregoing, each of New York. Any actionthe Parties (a) waives the defense of inconvenient forum, claim(b) agrees not to commence any suit, demand, action or other proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the any transactions contemplated hereby shall be brought solely and exclusively other than in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto such court, and (c) agrees that a final judgment (subject to any appeals therefrom) relating to in any such Proceeding suit, action or other proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the or judgment or in any other manner provided by Lawlaw. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such ProceedingTHE PARTIES HEREBY KNOWINGLY, and hereby irrevocably and unconditionally waivesVOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT SUCH PARTIES MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUIT OR ACTION ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HEREBY CERTIFIES THAT NEITHER THE OTHER PARTY NOR ANY OF ITS REPRESENTATIVES HAS REPRESENTED, to the fullest extent it may legally and effectively do soEXPRESSLY OR OTHERWISE, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3THAT IT WOULD NOT SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL. Each of the parties hereto hereby irrevocably waivesFURTHER, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by LawEACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY RELIED ON THIS WAIVER OF RIGHT TO JURY TRIAL AS A MATERIAL INDUCEMENT TO ENTER INTO THIS AGREEMENT.

Governing Law and Venue. (a) This Agreement Assignment and the relationship of the Parties with respect to the transactions contemplated hereby shall be construed, performed and enforced in accordance with governed by the Laws laws of the State of New York Texas without giving effect regard to its principles or rules conflicts of conflict laws principles; provided that in connection with the determination of Laws to any conveyancing matters the extent such principles or rules would require or permit the application laws of the Laws of another jurisdiction other than the State of New Yorkstate where such Property is located shall govern and control such determination. Any actiondispute, controversy, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) action arising out of or relating to this Agreement Assignment, any document or other agreement related to this Assignment, or any of the transactions contemplated hereby hereunder or thereunder shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York federal or state courts located in the city of Houston, Xxxxxx County, State of New YorkTexas. Each of the parties Parties hereto agrees that a final judgment (subject to any appeals therefroma) relating to any such 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 hereto hereby irrevocably submits to the exclusive jurisdiction of each such courts court in respect of any such Proceedingdispute, and hereby irrevocably and unconditionally waivescontroversy, to the fullest extent it may legally and effectively do soclaim, or action, (b) waives any objection which it may now or hereafter have to the laying venue or to an inconvenient forum, (c) agrees that all such disputes, controversies, claims, and actions shall be heard and determined only in such courts, and (d) agrees not to bring any dispute, controversy, claim, or action arising out of venue of or relating to this Assignment or any such Proceeding in document or agreement related hereto or any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process transactions contemplated hereunder or thereunder in any other manner permitted by Lawforum. THE PARTIES HEREBY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANOTHER IN ANY MATTER WHATSOEVER ARISING OUT OF OR IN RELATION TO OR IN CONNECTION WITH THIS ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Delaware without giving effect regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the Commonwealth of Massachusetts or federal courts located in Commonwealth of Massachusetts. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT, OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its principles reasonable attorney’s fees and costs. In the event that any provision of this Warrant or rules any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of conflict of Laws law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such principles statute or rules would require or permit the application rule of the Laws of another jurisdiction other than the State of New Yorklaw. Any action, claim, demand, such provision which may prove invalid or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity unenforceable under any law shall not affect the validity or otherwise) arising out enforceability of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawprovision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. THIS AGREEMENT AND ALL CLAIMS OR CAUSES OF ACTION (aWHETHER IN CONTRACT OR TORT) This Agreement THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE TO THIS AGREEMENT, SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO ITS CHOICE OF LAW PRINCIPLES; provided, that, for the avoidance of doubt, all matters relating to the fiduciary duties of the board of directors of the Company shall be construed, performed and enforced in accordance with governed by Philippines law. The parties hereby irrevocably submit to the Laws jurisdiction of the courts of the State of New York without giving effect to its principles or rules of conflict of Laws to Delaware and the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court courts of the United States of America sitting in the County of New York located in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 hereto hereby irrevocably submits to the exclusive jurisdiction of such courts Delaware in respect of any such Proceeding, the interpretation and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying enforcement of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each Agreement and of the documents referred to in this Agreement, and in respect of the Exchange and other transactions contemplated hereby or thereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto hereby irrevocably waives, agree that all claims with respect to such action or proceeding shall be heard and determined in such a State of Delaware or Federal court to the fullest extent permitted by Law, exclusion of all other courts and venues. The parties hereby consent to and grant any such court jurisdiction over the defense of an inconvenient forum to the maintenance Person of such Proceeding parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding 9.6 or in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by LawLaw shall be valid and sufficient service thereof.

Governing Law and Venue. THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN, AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS TO BE PERFORMED WHOLLY IN SUCH STATE. The parties hereby (a) This Agreement shall be construed, performed and enforced in accordance with irrevocably submit to the Laws jurisdiction of the Chancery Court of the State of New York without giving effect to its principles or rules of conflict of Laws to Delaware and the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court federal courts of the United States of America sitting in the County of New York located in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 hereto hereby irrevocably submits to the exclusive jurisdiction of such courts Delaware solely in respect of any such Proceeding, the interpretation and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying enforcement of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of Agreement and the transactions contemplated hereby and (b) waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof, that it is not subject to such jurisdiction or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such courts. The parties hereby irrevocably waives, consent to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in and grant any such court. Each ’s jurisdiction over the person of such parties and over the parties hereto hereby irrevocably subject matter of such dispute and unconditionally agrees that, to the fullest extent permitted by applicable Law, service agree that mailing of process to or other papers in connection with any such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.410.1, will be effective service of process for any Proceeding or in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by Lawlaw, shall be valid and sufficient service thereof.

Governing Law and Venue. (a) This Agreement shall in all respects be construedinterpreted under, performed and enforced in accordance with governed by, the Laws internal laws of the State of New York Washington, U.S.A., including, without limitation, as to validity, interpretation and effect, without giving effect to its principles or rules conflicts of conflict laws principles. Except as provided in Section 17.1.4, Section 17.2 and hereafter in this Section, ANY LEGAL ACTION, SUIT OR PROCEEDING BROUGHT BY A PARTY IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE BROUGHT SOLELY AND EXCLUSIVELY IN THE STATE OR FEDERAL COURTS LOCATED IN KING COUNTY, STATE OF WASHINGTON, U.S.A., AND EACH PARTY IRREVOCABLY ACCEPTS AND SUBMITS TO THE SOLE AND EXCLUSIVE PERSONAL JURISDICTION OF SUCH COURTS IN PERSONAM, GENERALLY AND UNCONDITIONALLY WITH RESPECT TO ANY ACTION, SUIT OR PROCEEDING BROUGHT BY OR AGAINST IT BY THE OTHER PARTY. EXCEPT AS PROVIDED IN SECTION 17.1.4, SECTION 17.2 AND HEREAFTER IN THIS SECTION, NEITHER PARTY SHALL BRING ANY LEGAL ACTION, SUIT OR PROCEEDING IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY OTHER COURT OR IN ANY OTHER JURISDICTION AND SHALL NOT ASSERT ANY CLAIM, WHETHER AS AN ORIGINAL ACTION OR AS A COUNTERCLAIM OR OTHERWISE, AGAINST THE OTHER IN ANY OTHER COURT OR JURISDICTION. Each Party irrevocably waives and agrees not to assert, by way of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any actionmotion, claim, demand, or proceeding (as a “Proceeding”) (whether sounding in contract, tort, equity defense or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which that it may now or hereafter have to the laying of venue of any such Proceeding of the aforesaid actions, suits or proceedings in the courts referred to above, and further waives and agrees not to plead or claim in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of that any such Proceeding action or proceeding brought in any such court has been brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court. Each As the only exceptions to any of the parties hereto hereby irrevocably and unconditionally agrees thatabove, if a Party is entitled to seek injunctive or other equitable relief which is not available in the venue specified in this Section, this Section shall not be deemed to be a bar to the fullest extent permitted by applicable Law, service of process to Party seeking such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which relief if such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any relief is wholly non-monetary injunctive or other manner permitted by Lawequitable relief.

Governing Law and Venue. (a) This Agreement shall be construedTHIS AGREEMENT SHALL BE INTERPRETED, performed and enforced in accordance with CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS ENTERED INTO AND TO BE WHOLLY PERFORMED IN SUCH STATE, EXCEPT TO THE EXTENT THAT MATTERS PROVIDED FOR HEREIN ARE REQUIRED TO BE GOVERNED BY THE FBCA OR U.S. FEDERAL LAW. The parties hereby irrevocably submit to the Laws exclusive jurisdiction of the courts of the State of New York without giving effect to its principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (except if a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (matter is subject to any appeals therefrom) relating to any such 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 hereto hereby irrevocably submits to the exclusive jurisdiction of such the U.S. federal courts) and the U.S. federal courts located, in each case, in the Borough of Manhattan in respect of any such Proceedingthe interpretation and enforcement of this Agreement, the documents referred to in this Agreement and the transactions contemplated hereby and thereby. The parties hereby waive, and hereby irrevocably and unconditionally waivesagree not to assert, to as a defense in any action, suit or proceeding in respect of the fullest extent it may legally and effectively do so, any objection which it may now interpretation or hereafter have to the laying of venue enforcement hereof or of any such Proceeding document that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof is not appropriate or that this Agreement or any such court document may not be enforced in accordance with the provisions of this Section 5.3. Each of or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action, suit or proceeding shall be heard and determined in such State of New York or U.S. federal courts. The parties hereby irrevocably waives, consent to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees thatgrant, to the fullest extent permitted by applicable Law, service any such court jurisdiction over the person of such parties and over the subject matter of such dispute and agree that mailing of process to or other papers in connection with any such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding 9.7 or in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by LawLaw shall be valid and sufficient service thereof.

Governing Law and Venue. WAIVER OF JURY TRIAL; SPECIFIC PERFORMANCE. (a) This Agreement shall be construedTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, performed and enforced in accordance with CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF. The parties hereby irrevocably submit to the Laws personal jurisdiction of the courts of the State of New York without giving effect to its principles or rules of conflict of Laws to Delaware and the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court courts of the United States of America sitting in the County of New York located in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 hereto hereby irrevocably submits to the exclusive jurisdiction of such courts Delaware solely in respect of any such Proceeding, the interpretation and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying enforcement of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a Delaware State or Federal court. The parties hereby irrevocably waivesconsent to and grant any such court jurisdiction over the person of such parties and, to the fullest extent permitted by Law, over the defense of an inconvenient forum to the maintenance subject matter of such Proceeding dispute and agree that mailing of process or other papers in connection with any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding 9.6 or in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by LawLaw shall be valid and sufficient service thereof.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Delaware without giving effect regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in Delaware or federal courts located in Delaware. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT, OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its principles reasonable attorney's fees and costs. In the event that any provision of this Warrant or rules any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of conflict of Laws law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such principles statute or rules would require or permit the application rule of the Laws of another jurisdiction other than the State of New Yorklaw. Any action, claim, demand, such provision which may prove invalid or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity unenforceable under any law shall not affect the validity or otherwise) arising out enforceability of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawprovision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Delaware without giving effect regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the Commonwealth of Massachusetts or federal courts located in the Commonwealth of Massachusetts. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT, OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its principles reasonable attorney's fees and costs. In the event that any provision of this Warrant or rules any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of conflict of Laws law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such principles statute or rules would require or permit the application rule of the Laws of another jurisdiction other than the State of New Yorklaw. Any action, claim, demand, such provision which may prove invalid or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity unenforceable under any law shall not affect the validity or otherwise) arising out enforceability of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawprovision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Law.law. ​

Governing Law and Venue. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THEREOF (aOTHER THAN NEW YORK GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402). Each Party hereto agrees that it shall bring any action or proceeding in respect of any claim arising out of, or related to, this Agreement exclusively in the United States District Court for the Southern District of New York or any New York State court sitting in the Borough of Manhattan, of the City of New York, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) This this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the Parties irrevocably agree that all claims relating to such action, proceeding or transactions shall be construed, performed heard and enforced determined in accordance with such courts. Each Party expressly acknowledges that the foregoing waiver is intended to be irrevocable under the Laws of the State of New York without giving effect to its principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting America; provided, that, each such Party’s consent to jurisdiction and service contained in this Section 12 is solely for the County of New York purpose referred to in this Section 12 and shall not be deemed to be a general submission to said courts or in the State of New YorkYork other than for such purpose. Each of the parties hereto agrees that a final judgment (subject The Parties hereby consent to any appeals therefrom) relating to and grant any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on court jurisdiction over the judgment or in any other manner provided by Law. Each party hereto hereby irrevocably submits to the exclusive jurisdiction person of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waivesParties and, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, over the defense of an inconvenient forum to the maintenance subject matter of such Proceeding dispute and agree that mailing of process or other papers in connection with any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding 11 or in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by LawLaw shall be valid and sufficient service thereof.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed construed and enforced in accordance with with, and all questions concerning the Laws construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York Delaware, without giving effect to its principles any choice of law or rules of conflict of Laws to law provision or rule (whether of the extent such principles State of Delaware or rules any other jurisdictions) that would require or permit cause the application of the Laws laws of another jurisdiction any jurisdictions other than the State of New YorkDelaware. Any actionExcept as otherwise required by Section 15 of this Warrant, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or any action brought by the Company concerning the transactions contemplated by this Warrant or any other agreement, certificate, instrument or document contemplated hereby shall be brought solely and exclusively only in any New York State a state or federal court or Federal court of the United States of America sitting in the County of New York located in the State of New YorkDelaware. Each Any action brought by the Holder concerning the transactions contemplated by this Warrant or any other agreement, certificate, instrument or document contemplated hereby shall be brought only in a state or federal court located in the State of Delaware. Notwithstanding anything in the foregoing to the contrary, nothing herein (i) shall limit, or shall be deemed or construed to limit, the ability of the parties hereto agrees that Holder to realize on any collateral or any other security, or to enforce a final judgment or other court ruling in favor of the Holder, including through a legal action in any court of competent jurisdiction, or (subject to any appeals therefromii) relating to any such Proceeding shall limit, or shall be conclusive and may be enforced in other jurisdictions by suit on the judgment deemed or in any other manner provided by Law. Each party hereto hereby irrevocably submits construed to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do solimit, any objection which it may now or hereafter have to the laying provision of venue of any such Proceeding in any such court in accordance with the provisions Section 15 of this Section 5.3Warrant. Each of the parties hereto The Company hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any objection to jurisdiction and venue of any action instituted hereunder, any claim that it is not personally subject to the fullest extent permitted by Lawjurisdiction of any such court, the defense of and any claim that such suit, action or proceeding is brought in an inconvenient forum to or that the maintenance venue of such Proceeding in any such courtsuit, action or proceeding is improper (including but not limited to based upon forum non conveniens). Each of the parties hereto hereby THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTIONS CONTEMPLATED HEREBY. The Company irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to such party’s process being served in any suit, action or proceeding in connection with this Warrant or any other agreement, certificate, instrument or document contemplated hereby or thereby by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to Company at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under this Warrant and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw. The prevailing party in any action or dispute brought in connection with this Warrant or any other agreement, certificate, instrument or document contemplated hereby or thereby shall be entitled to recover from the other party its reasonable attorney’s fees and costs. If any provision of this Warrant shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Warrant in that jurisdiction or the validity or enforceability of any provision of this Warrant in any other jurisdiction.

Governing Law and Venue. (a) This Award and this Agreement has been made in and shall be construedgoverned by, performed construed under and enforced in accordance with the Laws laws of the State of New York Texas, without giving effect regard to its principles or rules of the conflict of Laws to law provisions, as provided in the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New YorkPlan. Any actionand all disputes relating to, claim, demandconcerning or arising from this Agreement, or proceeding (a “Proceeding”) (whether sounding in contractrelating to, tortconcerning or arising from the relationship between the parties evidenced by the Award or this Agreement, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and heard exclusively in any New York State court or Federal court of the United States District Court for the Southern District of America sitting in the County of New York in the State of New YorkTexas or Xxxxxx County, Texas, USA. Each of the parties hereto hereby represents and agrees that a final judgment (such party is subject to any appeals therefrom) relating to any such 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 hereto personal jurisdiction of said courts; hereby irrevocably submits consents to the exclusive jurisdiction of such courts in respect of any legal or equitable proceedings related to, concerning or arising from such Proceedingdispute, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Lawlaw, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum. Sysco Corporation Using the electronic acceptance tool, the defense of an inconvenient forum Grantee must accept the above Award in accordance with and subject to the maintenance terms and conditions of such Proceeding in any such court. Each this Agreement and the Plan, acknowledge that he or she has read this Agreement and the Plan, and agrees to be bound by this Agreement, the Plan and the actions of the parties hereto hereby irrevocably Committee. If he or she does not do so prior to 90 days from the award date, then the Company may declare the Award null and unconditionally agrees thatvoid at any time. Also, in the unfortunate event that death occurs before this Agreement has been accepted, this Award will be voided, which means the Award will terminate automatically and cannot be transferred to the fullest Grantee’s heirs pursuant to the Grantee’s will or the laws of descent and distribution. APPENDIX A PERFORMANCE SHARE UNIT AGREEMENT Pursuant to the Sysco Corporation 2018 Omnibus Incentive Plan For Performance Period FY2022 - FY2024 Terms and Conditions This Appendix includes additional terms and conditions that govern the Award granted to the Grantee under the Plan if the Grantee resides or works in one of the countries listed below. If the Grantee is a citizen or resident of a country other than the one in which the Grantee is currently residing and/or working, is considered a resident of another country for local law purposes or if the Grantee transfers employment and/or residency between countries after the award date, the Company will, in its discretion, determine the extent permitted by to which the terms and conditions herein will be applicable Law, service of process to such party’s address the Grantee. Certain capitalized terms used but not defined in this Appendix have the same meanings set forth in Section 5.4the Plan and/or the Agreement, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Lawapplicable.

Governing Law and Venue. (a) This Agreement shall be construed, performed and enforced in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “"Proceeding”") (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawXxx. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s 's address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Law.

Governing Law and Venue. (a) This Agreement shall be construedPURSUANT TO SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, performed and enforced in accordance with THIS AGREEMENT SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. The parties hereby irrevocably submit to the Laws jurisdiction of the courts of the State of New York without giving effect to its principles or rules of conflict of Laws to and the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court courts of the United States of America sitting in the County of New York located in the State of New York. Each York in each case in the borough of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 hereto hereby irrevocably submits to the exclusive jurisdiction of such courts Manhattan solely in respect of any such Proceeding, the interpretation and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying enforcement of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each Agreement and of the documents referred to in this Agreement, and in respect of the Transactions, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a State of New York or Federal court. The parties hereby irrevocably waives, consent to and grant any such court jurisdiction over the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance Person of such Proceeding parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding 10.6 or in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by LawLaw shall be valid and sufficient service thereof.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Nevada without giving effect regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the Commonwealth of Massachusetts or federal courts located in the Commonwealth of Massachusetts. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT, OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its principles reasonable attorney’s fees and costs. In the event that any provision of this Warrant or rules any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of conflict of Laws law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such principles statute or rules would require or permit the application rule of the Laws of another jurisdiction other than the State of New Yorklaw. Any action, claim, demand, such provision which may prove invalid or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity unenforceable under any law shall not affect the validity or otherwise) arising out enforceability of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawprovision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement All questions concerning the construction, validity, enforcement and interpretation of the this Amendment shall be construed, performed governed by and construed and enforced in accordance with the Laws internal laws of the State of New York York, without giving effect to its principles or rules of conflict of Laws regard to the extent such principles or rules would require or permit of conflicts of law thereof. Each party agrees that all legal proceedings concerning the application interpretations, enforcement and defense of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby by this Amendment (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be brought solely and commenced exclusively in any New York State court or Federal court of the United States of America state and federal courts sitting in the County of New York in the State City of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 hereto hereby irrevocably submits to the exclusive jurisdiction of such the state and federal courts sitting in respect the City of New York, Borough of Manhattan for the adjudication of any such Proceedingdispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably and unconditionally waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue jurisdiction of any such Proceeding court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such court suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in accordance with the provisions of effect for notices to it under this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of Amendment and agrees that such Proceeding in any such court. Each of the parties hereto hereby irrevocably service shall constitute good and unconditionally agrees that, to the fullest extent permitted by applicable Law, sufficient service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw. If either party shall commence an action, suit or proceeding to enforce any provisions of the this Amendment then, in addition to the obligations of the Company under Section 4.10 of the Original Agreement, which are incorporated into this Amendment the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

Governing Law and Venue. (a) This Award and this Agreement has been made in and shall be construedgoverned by, performed construed under and enforced in accordance with the Laws laws of the State of New York Texas, without giving effect regard to its principles or rules of the conflict of Laws to law provisions, as provided in the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New YorkPlan. Any actionand all disputes relating to, claim, demandconcerning or arising from this Agreement, or proceeding (a “Proceeding”) (whether sounding in contractrelating to, tortconcerning or arising from the relationship between the parties evidenced by the Award or this Agreement, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and heard exclusively in any New York State court or Federal court of the United States District Court for the Southern District of America sitting in the County of New York in the State of New YorkTexas or Xxxxxx County, Texas. Each of the parties hereto hereby represents and agrees that a final judgment (such party is subject to any appeals therefrom) relating to any such 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 hereto personal jurisdiction of said courts; hereby irrevocably submits consents to the exclusive jurisdiction of such courts in respect of any legal or equitable proceedings related to, concerning or arising from such Proceedingdispute, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Lawlaw, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum. Sysco Corporation Using the electronic acceptance tool, the defense of an inconvenient forum Grantee must accept the above Award in accordance with and subject to the maintenance terms and conditions of such Proceeding in any such court. Each this Agreement and the Plan, acknowledge that he or she has read this Agreement and the Plan, and agrees to be bound by this Agreement, the Plan and the actions of the parties hereto hereby irrevocably Committee. If he or she does not do so prior to 90 days from the award date, then the Company may declare the Award null and unconditionally agrees thatvoid at any time. Also, in the unfortunate event that death occurs before this Agreement has been accepted, this Award will be voided, which means the Award will terminate automatically and cannot be transferred to the fullest Grantee’s heirs pursuant to the Grantee’s will or the laws of descent and distribution. APPENDIX A PERFORMANCE SHARE UNIT AGREEMENT Pursuant to the Sysco Corporation 2018 Omnibus Incentive Plan For Performance Period FY2021 - FY2022 Terms and Conditions This Appendix includes additional terms and conditions that govern the Award granted to the Grantee under the Plan if the Grantee works in one of the countries listed below. If the Grantee is a citizen or resident of a country other than the one in which the Grantee is currently working, is considered a resident of another country for local law purposes or if the Grantee transfers employment and/or residency between countries after the award date, the Company will, in its discretion, determine the extent permitted by to which the terms and conditions herein will be applicable Law, service of process to such party’s address the Grantee. Certain capitalized terms used but not defined in this Appendix have the same meanings set forth in Section 5.4the Plan and/or the Agreement, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Lawapplicable.

Governing Law and Venue. (a) This Agreement shall be construedEXCEPT AS PROVIDED IN SECTION 7.5, performed and enforced in accordance with the Laws of the State of New York without giving effect to its principles THIS AGREEMENT SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED IN AND TO BE PERFORMED ENTIRELY IN THAT STATE. All actions or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) proceedings arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely heard and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of determined, and the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 hereto hereby irrevocably submits submit to the exclusive jurisdiction of such courts the Delaware Chancery Court in respect of any such Proceeding, the interpretation and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying enforcement of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in the Delaware Chancery Court. The parties hereby irrevocably waives, consent to and grant any such court jurisdiction over the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance person of such Proceeding parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding 8.5 or in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by LawLaw shall be valid and sufficient service thereof.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Nevada without giving effect regard to its principles or rules of conflict conflicts of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New Yorklaws. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or action brought by either party against the other concerning the transactions contemplated hereby by this Warrant shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting only in the County of New York state courts located in the State of New YorkNevada or federal courts located in State of Nevada. Each The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to action instituted hereunder and shall not assert any such Proceeding defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT, OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be conclusive entitled to recover from the other party its reasonable attorney's fees and may be enforced in other jurisdictions by suit on costs. In the judgment event that any provision of this Warrant or in any other manner provided by Lawagreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement shall be construedTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, performed and enforced in accordance with CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF. The parties hereby irrevocably submit to the Laws jurisdiction of the courts of the State of New York without giving effect to its principles or rules of conflict of Laws to Delaware and the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court courts of the United States of America sitting in the County of New York located in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 hereto hereby irrevocably submits to the exclusive jurisdiction of such courts Delaware solely in respect of any such Proceeding, the interpretation and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying enforcement of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a Delaware State or Federal court. The parties hereby irrevocably waives, consent to and grant any such court jurisdiction over the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance person of such Proceeding parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding 8(k) or in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by Lawlaw shall be valid and sufficient service thereof.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Wyoming without giving effect regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be subject to binding arbitration through JAMS in Orange County, California, and the award of the arbitrator may be entered in any state or federal court located in such County and State. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its principles reasonable attorney's fees and costs. In the event that any provision of this Warrant or rules any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of conflict of Laws law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such principles statute or rules would require or permit the application rule of the Laws of another jurisdiction other than the State of New Yorklaw. Any action, claim, demand, such provision which may prove invalid or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity unenforceable under any law shall not affect the validity or otherwise) arising out enforceability of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawprovision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under this Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This The execution, interpretation and performance of this Agreement shall be construed, performed and enforced in accordance with governed by the Laws laws of the State of New York Delaware without giving effect to its principles or rules of any conflict of Laws to laws provision or rule (whether of the extent such principles State of Delaware or rules any other jurisdiction) that would require or permit cause the application of the Laws law of another any other jurisdiction other than the State of New YorkDelaware. Any action, claim, demand, Each Party agrees that it will bring any action or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) respect of any claim arising out of or relating related to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in the Court of Chancery of the State of Delaware and any New York state appellate court therefrom within the State court of Delaware or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal or Federal state court of the United States of America sitting in the County of New York competent jurisdiction located in the State of New York. Each Delaware (the “Chosen Courts”), and, solely in connection with claims arising under this Agreement or the transactions that are the subject of the parties hereto agrees that a final judgment this Agreement, (subject to any appeals therefromi) relating to any such 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 hereto hereby irrevocably submits to the exclusive jurisdiction of such courts the Chosen Courts, (ii) waives any objection to laying venue in respect of any such Proceedingaction or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party, and (iv) agrees that service of process upon such Party in any such action or proceeding will be effective if notice is given in accordance with Section 9.6. The parties hereby irrevocably consent to and unconditionally waivesgrant any such court jurisdiction over the person of such parties and, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, over the defense of an inconvenient forum to the maintenance subject matter of such Proceeding dispute and agree that mailing of process or other papers in connection with any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.4, will 9.6 or in such other manner as may be effective permitted by Law shall be valid and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3thereof. Nothing in this Agreement will affect the right of any party Party to this Agreement to serve process in any other manner permitted by Law.

Governing Law and Venue. (a) This Agreement shall THIS LETTER AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Any action, suit or proceeding between the parties hereto may be construedbrought only in, performed and enforced in accordance with the Laws parties hereby irrevocably submit to the personal jurisdiction of, the Court of Chancery of the State of New York without giving effect to its principles or rules Delaware or, if such Court of conflict of Laws to Chancery shall lack subject matter jurisdiction, the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court courts of the United States of America sitting in the County of New York located in the State of New York. Each Delaware, solely in respect of the parties hereto agrees interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this letter agreement, and in respect of the transactions contemplated by this letter agreement, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof that a final judgment (it is not subject to any appeals therefrom) relating to any thereto or that such Proceeding shall action, suit or proceeding may not be conclusive and brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this letter agreement may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by Law. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceedingcourts, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process agree that all claims relating to such party’s address set forth action, proceeding or transactions shall be heard and determined in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Lawcourts.

Governing Law and Venue. (a) This Agreement shall be construed, performed construed and enforced in accordance with the Laws laws of the State of New York York, without giving effect to its any principles or rules of regarding conflict of Laws laws to the extent such principles or rules would require or permit the application of the Laws laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New Yorkjurisdiction. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding Purchaser, Seller and Existing Operator 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 hereto hereby irrevocably submits submit to the exclusive jurisdiction of such the state courts of the State of New York in respect of any such Proceeding, New York County and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each jurisdiction of the parties hereto hereby irrevocably waivesUnited States District Court for the Southern District of New York for the purposes of each and every suit, action or other proceeding arising out of or based upon this Agreement or the subject matter hereof brought by the parties, it being expressly understood and agreed that this consent to jurisdiction shall be self-operative and no further instrument or action, other than service of process in one of the fullest extent manners specified in this Agreement or as otherwise permitted by Lawsuch law, the defense of an inconvenient forum shall be necessary in order to the maintenance of such Proceeding confer jurisdiction upon a party in any such court. Each of Purchaser, Seller and Existing Operator shall waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any suit, action or proceeding brought in any such court, any claim that either Purchaser, Seller or and Existing Operator is not subject personally to the parties hereto hereby irrevocably jurisdiction of the above-named courts, that Purchaser’s, Seller’s or and unconditionally Existing Operator’s property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, and further agrees thatto waive, to the fullest extent permitted by under applicable Lawlaw, service the benefit of process any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to such party’s address set forth in Section 5.4which Seller, and in Existing Operator Purchaser or their successors or permitted assigns are entitled pursuant to the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right final judgment of any party to this Agreement to serve process in any other manner permitted by Lawcourt having jurisdiction.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Delaware without giving effect regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the Commonwealth of Massachusetts or federal courts located in Commonwealth of Massachusetts. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its principles reasonable attorney’s fees and costs. In the event that any provision of this Warrant or rules any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of conflict of Laws law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such principles statute or rules would require or permit the application rule of the Laws of another jurisdiction other than the State of New Yorklaw. Any actionsuch provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, claim, demand, action or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the transactions contemplated hereby shall be brought solely address in effect for notices to it under this Agreement and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding service shall be conclusive constitute good and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, sufficient service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement shall The Michigan Business Corporation Act will govern all questions concerning the due authorization and issuance of the Shares and the Warrant Shares, the nomination and election of directors of the Company and similar matters relating to the Company. All other questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents will be construed, performed governed by and construed and enforced in accordance with the Laws internal procedural and substantive laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the construction, validity, enforcement and interpretation of this Agreement or any other Transaction Document (whether brought against a party to this Agreement or its respective Affiliates, directors, officers, shareholders, employees or agents) will be solely and exclusively subject to the jurisdiction (a) in the United States District Court for the state of New York located in the Southern District of New York and (b) in a state court of the State of New York without giving effect to its principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting located in the County of New York in the State county of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of such the foregoing courts in respect for the adjudication of any such Proceeding, dispute arising in connection with this Agreement or any other Transaction Document and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the fullest extent permitted by Lawjurisdiction of any such court, the defense of that such suit, action or proceeding is improper or is an inconvenient forum venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to the maintenance of such Proceeding process being served in any such court. Each suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the parties hereto hereby irrevocably address in effect for notices to it under this Agreement and unconditionally agrees that, to the fullest extent permitted by applicable Law, that such service will constitute good and sufficient service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, notice thereof. Nothing contained herein will be effective service of process for deemed to limit in any Proceeding in New York with respect to way any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Acquisition, the rights provided in Section 238 of the Companies Law (2013 Revision) of the Cayman Islands, the fiduciary or other duties of the board of directors of the Company and the internal corporate affairs of the Company. All Actions arising under the laws of the State of New York without giving effect to its principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely heard and determined exclusively in any New York State federal court or Federal court of the United States of America sitting in the County Borough of Manhattan of The City of New York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the State Borough of Manhattan of The City of New York. Each of Consistent with the preceding sentence, the parties hereto agrees that a final judgment hereby (subject to any appeals therefroma) relating to any such 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 hereto hereby irrevocably submits submit to the exclusive jurisdiction of such courts any federal or state court sitting in respect the Borough of Manhattan of The City of New York for the purpose of any such ProceedingAction arising under the laws of the State of New York out of or relating to this Agreement brought by any party hereto and (b) irrevocably waive, and hereby irrevocably and unconditionally waivesagree not to assert by way of motion, to the fullest extent it may legally and effectively do sodefense, any objection which it may now or hereafter have to the laying of venue of any such Proceeding otherwise, in any such court in accordance with Action, any claim that it is not subject personally to the provisions of this Section 5.3. Each jurisdiction of the parties hereto hereby irrevocably waivesabove-named courts, to that its property is exempt or immune from attachment or execution, that the fullest extent permitted by Law, the defense of Action is brought in an inconvenient forum to forum, that the maintenance of such Proceeding in any such court. Each venue of the parties hereto hereby irrevocably and unconditionally agrees thatAction is improper, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in or that this Agreement will affect or the right of any party to transactions contemplated by this Agreement to serve process may not be enforced in or by any other manner permitted by Lawof the above-named courts.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York California without giving effect regard to its principles or rules of conflict conflicts of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New Yorklaws. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or action brought by either party against the other concerning the transactions contemplated hereby by this Warrant shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting only in the County of New York state courts located in the State of New YorkIllinois or in the federal courts located in the State of Illinois. Each The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to action instituted hereunder and shall not assert any such Proceeding defense based on lack of jurisdiction or venue or based upon forum non conveniens. THE ISSUER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be conclusive entitled to recover from the other party its reasonable attorney’s fees and may be enforced in other jurisdictions by suit on costs. In the judgment event that any provision of this Warrant or in any other manner provided by Lawagreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under this Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement shall will be construed, performed governed by and enforced in accordance with construed under the Laws laws of the State of New York Delaware without giving effect regard to its conflicts-of-laws principles or rules of conflict of Laws to the extent such principles or rules that would require or permit the application of any other law. Any Action or Proceeding arising out of this Agreement shall be brought and maintained exclusively in the Laws courts of another jurisdiction other than the State of New YorkDelaware. Any action, claim, demand, The parties irrevocably submit to the jurisdiction of the courts of the State of Delaware and appellate courts from any thereof for the purpose of any Action or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity Proceeding based hereon or otherwise) arising out of or relating to this Agreement and each party irrevocably agrees to be bound by any judgment rendered thereby in connection with such Action or Proceedings. The parties hereto irrevocably consent to the transactions contemplated hereby shall be brought solely and exclusively in service of process out of any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 hereto hereby irrevocably submits to the exclusive jurisdiction of such aforementioned courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with Action or Proceeding by the provisions delivery of this Section 5.3. Each of the parties hereto hereby irrevocably waives, copies thereof by overnight courier to the fullest extent permitted by Law, the defense of an inconvenient forum address for such party to the maintenance of which notices are deliverable hereunder. Any such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will shall be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3upon delivery. Nothing in this Agreement will herein shall affect the right of any party to this Agreement to serve process in any other manner permitted by Lawapplicable Legal Requirement. The parties hereto hereby waive any right to stay or dismiss any Action or Proceeding under or in connection with this Agreement brought before the foregoing courts on the basis of (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, or that it or any of its property is immune from the above-described legal process, (b) that such Action or Proceeding is brought in an inconvenient forum, that venue for the Action or Proceeding is improper or that this Agreement may not be enforced in or by such courts, or (c) any other defense that would hinder or delay the levy, execution or collection of any amount to which any party hereto is entitled pursuant to any final judgment of any court having jurisdiction.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Delaware without giving effect regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the Commonwealth of Massachusetts or federal courts located in the Commonwealth of Massachusetts. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT, OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its principles reasonable attorney’s fees and costs. In the event that any provision of this Warrant or rules any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of conflict of Laws law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such principles statute or rules would require or permit the application rule of the Laws of another jurisdiction other than the State of New Yorklaw. Any action, claim, demand, such provision which may prove invalid or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity unenforceable under any law shall not affect the validity or otherwise) arising out enforceability of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawprovision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Law.law. ​

Governing Law and Venue. (a) This Agreement THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN, AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF. Any lawsuit filed by Seller against Buyer shall be construedcommenced in a federal or state court of competent jurisdiction in Santa Clara County, performed and enforced in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby California xxx any lawsuit filed by Buyer against Seller shall be brought solely and exclusively commenced in any New York State court a federal or Federal state court of the United States of America sitting competent jurisdiction in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding shall be conclusive Fairfax or Loudoun County, Virginia, and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each each party hereto hereby irrevocably submits to the exclusive personal jurisdiction of such courts court, and hereby waives, and agrees not to assert, as a defense in respect any action, suit or proceeding for the interpretation or enforcement hereof or of any such Proceedingdocument, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such a court. The parties hereby irrevocably consent to and unconditionally waives, grant to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with jurisdiction over the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance person of such Proceeding parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding 9.3 or in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by Lawapplicable law, shall be valid and sufficient service thereof.

Governing Law and Venue. (a) This Agreement shall be construedTHIS AGREEMENT SHALL BE INTERPRETED, performed and enforced in accordance with the Laws of the State of New York without giving effect to its principles CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED IN AND TO BE PERFORMED IN THAT STATE. All actions or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) proceedings arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely heard and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of determined, and the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 hereto hereby irrevocably submits submit to the exclusive jurisdiction of such courts the Delaware Chancery Court in respect of any such Proceeding, the interpretation and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying enforcement of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in the Delaware Chancery Court. The parties hereby irrevocably waives, consent to and grant any such court jurisdiction over the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance Person of such Proceeding parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding 10.5 or in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by LawLaw shall be valid and sufficient service thereof.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of Wyoming without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the State of New York without giving effect to its principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York federal courts located in the State of New York. Each The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to action instituted hereunder and shall not assert any such Proceeding defense based on lack of jurisdiction or venue or based upon forum non conveniens. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be conclusive entitled to recover from the other party its reasonable attorney's fees and may be enforced in other jurisdictions by suit on costs. In the judgment event that any provision of this Warrant or in any other manner provided by Lawagreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under this Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Nevada without giving effect regard to its principles or rules of conflict conflicts of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New Yorklaws. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or action brought by either party against the other concerning the transactions contemplated hereby by this Warrant shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting only in the County of New York state courts located in the State of New YorkConnecticut or in the federal courts located in the State of Connecticut. Each The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to action instituted hereunder and shall not assert any such Proceeding defense based on lack of jurisdiction or venue or based upon forum non conveniens. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be conclusive entitled to recover from the other party its reasonable attorney’s fees and may be enforced in other jurisdictions by suit on costs. In the judgment event that any provision of this Warrant or in any other manner provided by Lawagreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under this Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement shall be construed, performed construed and enforced in accordance with the Laws laws of the State of New York York, without giving effect to its any principles or rules of regarding conflict of Laws laws to the extent such principles or rules would require or permit the application of the Laws laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New Yorkjurisdiction. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding Purchaser and Seller 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 hereto hereby irrevocably submits submit to the exclusive jurisdiction of such the state courts in respect of any such Proceeding, New York and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each jurisdiction of the parties hereto hereby irrevocably waivesUnited States District Court for the Southern District of New York for the purposes of each and every suit, action or other proceeding arising out of or based upon this Agreement or the subject matter hereof brought by the parties, it being expressly understood and agreed that this consent to jurisdiction shall be self-operative and no further instrument or action, other than service of process in one of the fullest extent manners specified in this Agreement or as otherwise permitted by Lawsuch law, the defense of an inconvenient forum shall be necessary in order to the maintenance of such Proceeding confer jurisdiction upon a party in any such court. Each of Purchaser and Seller shall waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any suit, action or proceeding brought in any such court, any claim that either Purchaser or Seller is not subject personally to the parties hereto hereby irrevocably jurisdiction of the above-named courts, that Purchaser’s or Seller’s property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, and unconditionally further agrees thatto waive, to the fullest extent permitted by under applicable Lawlaw, service the benefit of process to such party’s address set forth in Section 5.4any defense that would hinder, and in xxxxxx or delay the manner provided for notices in Section 5.4levy, will be effective service execution or collection of process for any Proceeding in New York with respect to any matter amount to which such party has submitted Seller, Purchaser or their successors or permitted assigns are entitled pursuant to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right final judgment of any party to this Agreement to serve process in any other manner permitted by Lawcourt having jurisdiction.

Governing Law and Venue. THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN, AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (OTHER THAN CHOICE OF LAW PRINCIPLES THEREOF) APPLICABLE TO CONTRACTS TO BE PERFORMED WHOLLY IN SUCH STATE. With respect to the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby, and with respect to any and all claims, disputes, actions or proceedings (each a “Dispute”) arising in connection with this Agreement and the transactions contemplated hereby, the parties hereby (a) This Agreement shall be construed, performed and enforced in accordance with irrevocably submit to the Laws jurisdiction of the State of New York without giving effect to its principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court federal courts of the United States of America sitting located in Suffolk County, Massachusetts in the County event of New York a Dispute initiated by Seller, any Seller Indemnified Party or any of their respective Affiliates; (b) irrevocably submit to the jurisdiction of the federal courts of the United States of America located in San Diego County, California in the State event of New York. Each a Dispute initiated by Buyer, Parent, any Buyer Indemnified Party or any of their respective Affiliates and (c) waive, and agree not to assert, as a defense in any action, suit or proceeding for the parties hereto agrees interpretation or enforcement hereof, that a final judgment (it is not subject to any appeals therefrom) relating to any such Proceeding shall jurisdiction or that such action, suit or proceeding may not be conclusive and brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by Law. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceedingcourts, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such courts. The parties hereby irrevocably waives, consent to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in and grant any such court. Each ’s jurisdiction over the person of such parties and over the parties hereto hereby irrevocably subject matter of such dispute and unconditionally agrees that, to the fullest extent permitted by applicable Law, service agree that mailing of process to or other papers in connection with any such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.47.3, will be effective service of process for any Proceeding or in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by Lawlaw, shall be valid and sufficient service thereof.

Governing Law and Venue. (a) This Agreement shall be construedTHIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, performed and enforced in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of Laws CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The Parties hereby irrevocably submit to the extent such principles or rules would require or permit the application of the Laws of another personal jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States District Court for the Southern District of America sitting Texas, solely in the County of New York in the State of New York. Each respect of the parties hereto agrees interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement, and in respect of the transactions contemplated by this Agreement, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof that a final judgment (it is not subject to any appeals therefrom) relating to any thereto or that such Proceeding shall action, suit or proceeding may not be conclusive and brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in other jurisdictions or by suit on such courts, and the judgment Parties irrevocably agree that all claims relating to such action, proceeding or transactions shall be heard and determined in such courts. The Parties hereby consent to and grant any other manner provided by Law. Each party hereto hereby irrevocably submits to such court jurisdiction over the exclusive jurisdiction person of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waivesParties and, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, over the defense of an inconvenient forum to the maintenance subject matter of such Proceeding dispute and agree that mailing of process or other papers in connection with any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding 10 or in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by LawLaw shall be valid and sufficient service thereof.

Governing Law and Venue. EXCEPT WITH RESPECT TO MATTERS RELATING TO THE ISSUANCE OF THE MERGER SHARES, WHICH ARE GOVERNED BY BELGIAN LAW, THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN, AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE (OTHER THAN CHOICE OF LAW PRINCIPLES THEREOF) APPLICABLE TO CONTRACTS TO BE PERFORMED WHOLLY IN SUCH STATE. The parties hereby (a) This Agreement shall be construed, performed and enforced in accordance with irrevocably submit to the Laws jurisdiction of the Chancery Court of the State of New York without giving effect to its principles or rules of conflict of Laws to Delaware and the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court federal courts of the United States of America sitting in the County of New York located in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 hereto hereby irrevocably submits to the exclusive jurisdiction of such courts Delaware solely in respect of any such Proceeding, the interpretation and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying enforcement of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each Agreement and in respect of the transactions contemplated hereby and thereby and (b) waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof, that it is not subject to such jurisdiction or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such courts. The parties hereby irrevocably waives, consent to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in and grant any such court. Each 's jurisdiction over the person of such parties and over the parties hereto hereby irrevocably subject matter of such dispute and unconditionally agrees that, to the fullest extent permitted by applicable Law, service agree that mailing of process to or other papers in connection with any such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.410.2, will be effective service of process for any Proceeding or in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner as may be permitted by Lawlaw, shall be valid and sufficient service thereof.

Governing Law and Venue. To the extent that the General Corporation Law of the State of Delaware (athe “DGCL") This purports to apply to this Agreement, the DGCL shall apply. In all other cases, this Agreement and any and all matters arising directly or indirectly herefrom shall be construed, performed governed by and construed and enforced in accordance with the Laws Internal laws of the State of New York applicable to agreements made and to be performed entirely in such state, without giving effect to its the conflict or choice of law principles thereof. For all matters arising directly or rules indirectly from this Agreement ("Agreement Matters"), each of conflict of Laws the parties hereto hereby (a) irrevocably consents and submits to the extent such principles or rules would require or permit the application sole exclusive jurisdiction of the Laws United States District Court for the Southern District of another jurisdiction other than New York and any state court in the State of New York. Any York that Is located in New York County (and of the appropriate appellate courts from any of the foregoing) in connection with any legal action, claimlawsuit, demandarbitration, mediation, or other legal or quasi legal proceeding (a “Proceeding”") (whether sounding in contract, tort, equity directly or otherwise) indirectly arising out of or relating to any Agreement Matter; provided that a party to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court entitled to enforce an order or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceedingcourt in any United States or foreign court having jurisdiction over the other party, and hereby (b) irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do sopermitted by law, any objection which that it may now or hereafter have to the laying of the venue of any such Proceeding in any such court or that any such Proceeding which is brought in accordance with any such court has been brought in an Inconvenient forum, (c) waives, to the provisions fullest extent permitted by law, any Immunity from jurisdiction of this Section 5.3. Each of the parties hereto hereby any such court or from any legal process therein, (d) irrevocably waives, to the fullest extent permitted by LawJaw, the defense any right to a trial by jury in connection with a Proceeding, (e) agrees not to commence any Proceeding other than in such courts, and (f) agrees that service of an inconvenient forum any summons, complaint, notice or other process relating to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and may be effected in the manner provided for notices in Section 5.4, will be effective service the giving of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction notice as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Lawherein.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Nevada without giving effect regard to its principles or rules of conflict conflicts of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New Yorklaws. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or action brought by either party against the other concerning the transactions contemplated hereby by this Warrant shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting only in the County of New York state courts located in the State of New YorkNevada or in the federal courts located in the State of Nevada. Each The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to action instituted hereunder and shall not assert any such Proceeding defense based on lack of jurisdiction or venue or based upon forum non conveniens. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. The prevailing party shall be conclusive entitled to recover from the other party its reasonable attorney’s fees and may be enforced in other jurisdictions by suit on costs. In the judgment event that any provision of this Warrant or in any other manner provided by Lawagreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under this Agreement and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This Agreement Warrant shall be construed, performed governed by and enforced construed in accordance with the Laws laws of the State of New York Nevada without giving effect regard to its principles or rules of conflict conflicts of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New Yorklaws. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or action brought by either party against the other concerning the transactions contemplated hereby by this Warrant shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting only in the County of New York state courts located in the State of New YorkNevada or in the federal courts located in the State of Nevada. Each The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. In the parties hereto agrees event that a final judgment (subject to any appeals therefrom) relating to provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such Proceeding provision shall be conclusive deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may be enforced in other jurisdictions by suit on prove invalid or unenforceable under any law shall not affect the judgment validity or in enforceability of any other manner provided by Lawprovision of any agreement. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party’s party at the address set forth in Section 5.4, and in the manner provided effect for notices in Section 5.4, will be effective to it under this Warrant and agrees that such service shall constitute good and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any party to this Agreement to serve process in any other manner permitted by Lawlaw.

Governing Law and Venue. (a) This The execution, interpretation, and performance of this Agreement shall be construed, performed and enforced in accordance with governed by the Laws laws of the State of New York Delaware without giving effect to its principles or rules of any conflict of Laws to laws provision or rule (whether of the extent such principles State of Delaware or rules any other jurisdiction) that would require or permit cause the application of the Laws law of another any other jurisdiction other than the State of New YorkDelaware. Any action, claim, demand, Each Party agrees that it will bring any action or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) respect of any claim arising out of or relating related to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in the Court of Chancery of the State of Delaware and any New York state appellate court therefrom within the State court of Delaware or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal or Federal state court of the United States of America sitting in the County of New York competent jurisdiction located in the State of New York. Each Delaware (the “Chosen Courts”), and, solely in connection with claims arising under this Agreement or the transactions that are the subject of the parties hereto agrees that a final judgment this Agreement, (subject to any appeals therefromi) relating to any such 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 hereto hereby irrevocably submits to the exclusive jurisdiction of such courts the Chosen Courts, (ii) waives any objection to laying venue in respect of any such Proceedingaction or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party, and (iv) agrees that service of process upon such Party in any such action or proceeding will be effective if notice is given in accordance with Section 8.07. The parties hereby irrevocably consent to and unconditionally waivesgrant any such court jurisdiction over the person of such parties and, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, over the defense of an inconvenient forum to the maintenance subject matter of such Proceeding dispute and agree that mailing of process or other papers in connection with any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and action or proceeding in the manner provided for notices in Section 5.4, will 8.07 or in such other manner as may be effective permitted by Law shall be valid and sufficient service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3thereof. Nothing in this Agreement will affect the right of any party Party to this Agreement to serve process in any other manner permitted by Law.

Governing Law and Venue. (a) This Agreement shall in all respects be construedinterpreted under, performed and enforced in accordance with governed by, the Laws internal laws of the State of New York Washington, U.S.A., including, without limitation, as to validity, interpretation and effect, without giving effect to its principles or rules conflicts of conflict laws principles. Except as provided in Section 17.1.4, Section 19.13 and hereafter in this Section, ANY LEGAL ACTION, SUIT OR PROCEEDING BROUGHT BY A PARTY IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE BROUGHT SOLELY AND EXCLUSIVELY IN THE STATE OR FEDERAL COURTS LOCATED IN KING COUNTY, STATE OF WASHINGTON, U.S.A., AND EACH PARTY IRREVOCABLY ACCEPTS AND SUBMITS TO THE SOLE AND EXCLUSIVE PERSONAL JURISDICTION OF SUCH COURTS IN PERSONAM, GENERALLY AND UNCONDITIONALLY WITH RESPECT TO ANY ACTION, SUIT OR PROCEEDING BROUGHT BY OR AGAINST IT BY THE OTHER PARTY. EXCEPT AS PROVIDED IN SECTION 17.1.4, SECTION 19.13 AND HEREAFTER IN THIS SECTION, NEITHER PARTY SHALL BRING ANY LEGAL ACTION, SUIT OR PROCEEDING IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY OTHER COURT OR IN ANY OTHER JURISDICTION AND SHALL NOT ASSERT ANY CLAIM, WHETHER AS AN ORIGINAL ACTION OR AS A COUNTERCLAIM OR OTHERWISE, AGAINST THE OTHER IN ANY OTHER COURT OR JURISDICTION. Each Party irrevocably waives and agrees not to assert, by way of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any actionmotion, claim, demand, or proceeding (as a “Proceeding”) (whether sounding in contract, tort, equity defense or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New York. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 hereto hereby irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which that it may now or hereafter have to the laying of venue of any such Proceeding of the aforesaid actions, suits or proceedings in the courts referred to above, and further waives and agrees not to plead or claim in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of that any such Proceeding action or proceeding brought in any such court has been brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court. Each As the only exceptions to any of the parties hereto hereby irrevocably and unconditionally agrees thatabove, if a Party is entitled to seek injunctive or other equitable relief which is not available in the venue specified in this Section, this Section shall not be deemed to be a bar to the fullest extent permitted by applicable Law, service of process to Party seeking such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which relief if such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any relief is wholly non-monetary injunctive or other manner permitted by Lawequitable relief.

Governing Law and Venue. (a) This Option has been granted and this Agreement has been made in and shall be construedgoverned by, performed construed under and enforced in accordance with the Laws laws of the State of New York Texas, without giving effect regard to its principles or rules of the conflict of Laws to law provisions, as provided in the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New YorkPlan. Any actionand all disputes relating to, claim, demandconcerning or arising from this Agreement, or proceeding (a “Proceeding”) (whether sounding in contractrelating to, tortconcerning or arising from the relationship between the parties evidenced by the Option or this Agreement, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and heard exclusively in any New York State court or Federal court of the United States Form approved July 2022 9 District Court for the Southern District of America sitting in the County of New York in the State of New YorkTexas or Xxxxxx County, Texas, USA. Each of the parties hereto hereby represents and agrees that a final judgment (such party is subject to any appeals therefrom) relating to any such 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 hereto hereby personal jurisdiction of said courts; irrevocably submits consents to the exclusive jurisdiction of such courts in respect of any legal or equitable proceedings related to, concerning or arising from such Proceedingdispute, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Lawlaw, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum. Sysco Corporation Using the electronic acceptance tool, the defense of an inconvenient forum Optionee must accept the above Option in accordance with and subject to the maintenance terms and conditions of such Proceeding in any such court. Each this Agreement and the Plan, acknowledge that he or she has read this Agreement and the Plan, and agrees to be bound by this Agreement, the Plan and the actions of the parties hereto hereby irrevocably Committee. If he or she does not do so prior to 90 days from the Grant Date, then the Company may declare the Option null and unconditionally agrees thatvoid at any time. Also, in the unfortunate event that death occurs before this Agreement has been accepted, this Option will be voided, which means the Award will terminate automatically and cannot be transferred to the fullest Optionee’s heirs pursuant to the Optionee’s will or the laws of descent and distribution. Form approved July 2022 10 APPENDIX A STOCK OPTION AGREEMENT Pursuant to the Sysco Corporation 2018 Omnibus Incentive Plan Terms and Conditions This Appendix includes additional terms and conditions that govern the Option granted to the Optionee under the Plan if the Optionee works in one of the countries listed below. If the Optionee is a citizen or resident of a country other than the one in which the Optionee is currently working, is considered a resident of another country for local law purposes or if the Optionee transfers employment and/or residency between countries after the Grant Date, the Company will, in its discretion, determine the extent permitted by to which the terms and conditions herein will be applicable Law, service of process to such party’s address the Optionee. Certain capitalized terms used but not defined in this Appendix have the same meanings set forth in Section 5.4the Plan and/or the Agreement, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Lawapplicable.

Governing Law and Venue. Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury; Specific Performance. (a) This Agreement, and all Proceedings (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be construedgoverned by, performed and enforced in accordance with with, the Laws of the State of New York Delaware, including its statutes of limitations, without giving effect to its applicable principles or rules of conflict conflicts of Laws law to the extent such principles or rules would require or permit that the application of the Laws laws of another jurisdiction other than (whether of the State of New YorkDelaware or any other jurisdiction) would be required thereby. Any action(b) Each Party agrees that it shall bring any Proceeding in respect of any claim based upon, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or otherwise relating to this Agreement or the transactions contemplated hereby shall be brought solely and by this Agreement exclusively in any New York State court or Federal court the Court of the United States Chancery of America sitting in the County of New York in the State of New York. Each Delaware, or if such court finds it lacks subject matter jurisdiction, the Superior Court of the parties hereto agrees State of Delaware (Complex Commercial Division); provided that a final judgment (if subject to any appeals therefrom) relating to any matter jurisdiction over the matter that is the subject of the applicable Proceeding is vested exclusively in the U.S. federal courts, such Proceeding shall be conclusive heard in the U.S. District Court for the District of Delaware (the “Chosen Courts”) and may be enforced solely in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party hereto hereby connection with such Proceeding (i) irrevocably submits to the exclusive jurisdiction of such courts in respect of any such Proceedingthe Chosen Courts, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, (ii) waives any objection which it may now or hereafter have to the laying of venue of in any such Proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party hereto and (iv) agrees that mailing of process or other papers in connection with any such court Proceeding in accordance with the manner provided in Section 9.1(b) or Section 10.5 (or in such other manner as may be permitted by Law shall be valid and sufficient service thereof). (c) EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HEREBY ACKNOWLEDGES AND CERTIFIES (I) THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) IT MAKES THIS WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 10.4(c). (d) The Parties agree that if any of the provisions of this Section 5.3Agreement were not performed in accordance with their specific terms or were otherwise breached, irreparable damage would occur and money damages will not be a sufficient remedy. Each Accordingly, each Party shall be entitled to specific performance of the parties hereto hereby irrevocably waivesterms of this Agreement and immediate injunctive relief, to without the fullest extent permitted by Lawnecessity of proving the inadequacy of money damages as a remedy, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect addition to any matter other remedy to which such party has submitted to jurisdiction as set forth Party may be entitled at Law or in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Lawequity.

Governing Law and Venue. (a) This Agreement shall be construed, performed construed and enforced in accordance with the Laws laws of the State of New York York, without giving effect to its any principles or rules of regarding conflict of Laws laws to the extent such principles or rules would require or permit the application of the Laws laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of New Yorkjurisdiction. Each of the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such Proceeding Purchaser and Seller 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 hereto hereby irrevocably submits submit to the exclusive jurisdiction of such the state courts of the State of New York in respect of any such Proceeding, New York County and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court in accordance with the provisions of this Section 5.3. Each jurisdiction of the parties hereto hereby irrevocably waivesUnited States District Court for the Southern District of New York for the purposes of each and every suit, action or other proceeding arising out of or based upon this Agreement or the subject matter hereof brought by the parties, it being expressly understood and agreed that this consent to jurisdiction shall be self-operative and no further instrument or action, other than service of process in one of the fullest extent manners specified in this Agreement or as otherwise permitted by Lawsuch law, the defense of an inconvenient forum shall be necessary in order to the maintenance of such Proceeding confer jurisdiction upon a party in any such court. Each of Purchaser and Seller shall waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any suit, action or proceeding brought in any such court, any claim that either Purchaser or Seller is not subject personally to the parties hereto hereby irrevocably jurisdiction of the above-named courts, that Purchaser’s or Seller’s property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court, and unconditionally further agrees thatto waive, to the fullest extent permitted by under applicable Lawlaw, service the benefit of process to such party’s address set forth in Section 5.4any defense that would hinder, and in xxxxxx or delay the manner provided for notices in Section 5.4levy, will be effective service execution or collection of process for any Proceeding in New York with respect to any matter amount to which such party has submitted Seller, Purchaser or their successors or permitted assigns are entitled pursuant to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right final judgment of any party to this Agreement to serve process in any other manner permitted by Lawcourt having jurisdiction.

Governing Law and Venue. (a) This Agreement shall be construedIf a dispute arises between the parties, performed and enforced in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York. Any action, claim, demand, or proceeding (a “Proceeding”) (whether sounding in contract, tort, equity or otherwise) arising including disputes that may arise out of or relating relate to this Agreement or the transactions contemplated hereby shall be brought solely breach, termination, or validity thereof, or the compensation, promotion, demotion, discipline, discharge, or terms and exclusively in any New York State court or Federal court conditions of employment of the United States of America sitting Employee (hereinafter, a “Dispute”), and if a Dispute cannot be settled through direct discussions, the parties agree that a federal or state court located in Fayette County, in the County Commonwealth of New York in the State of New York. Each of Kentucky, is an appropriate forum and the parties hereto agrees that a final judgment (subject to any appeals therefrom) relating to any such 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 hereto hereby irrevocably submits consent to the exclusive legal jurisdiction of such courts courts. AS SUCH, ANY AND ALL ACTIONS, SUITS, OR OTHER LEGAL PROCEEDINGS ARISING FROM OR REGARDING THIS AGREEMENT AND ANY DISPUTE BETWEEN THE PARTIES (INCLUDING ANY ACTION BY THE EMPLOYEE AGAINST ANOTHER EMPLOYEE OR AGENT OF THE COMPANY) SHALL BE BROUGHT EXCLUSIVELY IN A STATE OR FEDERAL COURT SITUATED WITHIN FAYETTE COUNTY IN THE COMMONWEALTH OF KENTUCKY. THE PARTIES HEREBY WAIVE ANY OBJECTION THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH PROCEEDING IN FAYETTE COUNTY, THE LOCATION OF THE PRINCIPAL OFFICE OF THE COMPANY; provided, however, that an action or ancillary proceeding to enforce injunctive relief or a judgment obtained by a party in respect of any such Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it said Fayette County court may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding be in any such court appropriate forum. This Agreement shall be deemed to have been entered into in the Commonwealth of Kentucky; this Agreement is a contract performable wholly or partly within the Commonwealth of Kentucky; and this Agreement as well as any Dispute shall be governed by, enforced and interpreted in accordance with the provisions of this Section 5.3. Each laws of the parties hereto hereby irrevocably waivesCommonwealth of Kentucky, notwithstanding its conflict of law provisions. In any action by the Company against the Employee in any forum, the Employee waives personal service of any summons, complaint or other process and agrees that the service thereof may be made personally or by registered or certified mail directed to the fullest extent permitted by LawEmployee at his home address. THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY SUCH ACTION, the defense of an inconvenient forum to the maintenance of such Proceeding in any such court. Each of the parties hereto hereby irrevocably and unconditionally agrees that, to the fullest extent permitted by applicable Law, service of process to such party’s address set forth in Section 5.4, and in the manner provided for notices in Section 5.4, will be effective service of process for any Proceeding in New York with respect to any matter to which such party has submitted to jurisdiction as set forth in this Section 5.3. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by LawSUIT OR OTHER LEGAL PROCEEDING.