Common use of Governing Law; Consent to Jurisdiction; Trial by Jury Clause in Contracts

Governing Law; Consent to Jurisdiction; Trial by Jury. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Agreement shall be brought and enforced in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby irrevocably designates and appoints Zysman, Aharoni, Gxxxx and Sxxxxxxx & Worcester LLP as the authorized agent of the Company upon whom process may be served in any suit, proceeding or other action against the Company instituted by any Underwriter or by any person controlling an Underwriter as to which such Underwriter or any such controlling person is a party and based upon this Agreement, the Public Securities or the Representative’s Warrant or in any other action against the Company in any federal or state court sitting in the County of New York, arising out of the offering made by the Prospectus or any purchase or sale of securities in connection therewith. Such designation and appointment shall be irrevocable, unless and until a successor authorized agent in the County and State of New York reasonably acceptable to the Underwriters shall have been appointed by the Company, such successor shall have accepted such appointment and written notice thereof shall have been given to the Underwriters. The Company further agrees that service of process upon their authorized agent or successor shall be deemed in every respect personal service of process upon the Company in any such suit, proceeding or other action. In the event that service of any process or notice of motion or other application to any such court in connection with any such motion in connection with any such action or proceeding cannot be made in the manner described above, such service may be made in the manner set forth in conformance with the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents on Civil and Commercial Matters or any successor convention or treaty. The Company (on its behalf and, to the extent permitted by applicable law on behalf of its stockholders and affiliates) and each of the Underwriters hereby irrevocably waives any objection that it may have or hereafter have to the laying of venue of any such action or proceeding arising out of or based on the Public Securities, the Representative’s Warrant or this Agreement or otherwise relating to the offering, issuance and sale of the Public Securities or the Representative’s Warrant in any federal or state court sitting in the County of New York and any claim that any such action or proceeding in any such court has been brought in an inconvenient forum. The Company and each of the Underwriters hereby further irrevocably waives to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement, the Public Securities and the Representative’s Warrant. The Company agrees that any final judgment after exhaustion of all appeals or the expiration of time to appeal in any such action or proceeding arising out of the sale of the Public Securities, the Representative’s Warrant or this Agreement rendered by any such federal court or state court shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. Nothing contained in this Agreement shall affect or limit the right of the Underwriters to serve any process or notice of motion or other application in any other manner permitted by law. The Company further agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designations and appointments or such substitute designations and appointments in full force and effect.

Governing Law; Consent to Jurisdiction; Trial by Jury. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws principles thereofthereof to the extent that such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of New York. The Company and the Selling Stockholders hereby agrees agree that any action, proceeding or claim against it arising out of, or relating in any way to this Agreement shall be brought and enforced in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company and the Selling Stockholders hereby irrevocably designates waive any objection to such exclusive jurisdiction and appoints Zysman, Aharoni, Gxxxx and Sxxxxxxx & Worcester LLP as the authorized agent of that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company upon whom process and the Selling Stockholders may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 11.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company and the Selling Stockholders in any suitaction, proceeding or other action against the Company instituted by any Underwriter or by any person controlling an Underwriter as to which such Underwriter or any such controlling person is a party and based upon this Agreement, the Public Securities or the Representative’s Warrant or in any other action against the Company in any federal or state court sitting in the County of New York, arising out of the offering made by the Prospectus or any purchase or sale of securities in connection therewith. Such designation and appointment shall be irrevocable, unless and until a successor authorized agent in the County and State of New York reasonably acceptable to the Underwriters shall have been appointed by the Company, such successor shall have accepted such appointment and written notice thereof shall have been given to the Underwritersclaim. The Company further agrees and the Selling Stockholders agree that service of process upon their authorized agent the prevailing party or successor shall be deemed in every respect personal service of process upon the Company parties in any such suit, proceeding action shall be entitled to recover from the other party or other action. In the event that service parties all of any process or notice of motion or other application its reasonable attorneys’ fees and expenses relating to any such court in connection with any such motion in connection with any such action or proceeding cannot be made and/or incurred in the manner described above, such service may be made in the manner set forth in conformance connection with the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents on Civil and Commercial Matters or any successor convention or treatypreparation therefor. The Company (on its behalf and, to the extent permitted by applicable law law, on behalf of its stockholders shareholders and affiliates) ), the Selling Stockholders and each of the Underwriters hereby irrevocably waives any objection that it may have or hereafter have to the laying of venue of any such action or proceeding arising out of or based on the Public Securitieswaives, the Representative’s Warrant or this Agreement or otherwise relating to the offering, issuance and sale of the Public Securities or the Representative’s Warrant in any federal or state court sitting in the County of New York and any claim that any such action or proceeding in any such court has been brought in an inconvenient forum. The Company and each of the Underwriters hereby further irrevocably waives to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement, the Public Securities and the Representative’s Warrant. The Company agrees that any final judgment after exhaustion of all appeals Agreement or the expiration of time to appeal in any such action or proceeding arising out of the sale of the Public Securities, the Representative’s Warrant or this Agreement rendered by any such federal court or state court shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. Nothing contained in this Agreement shall affect or limit the right of the Underwriters to serve any process or notice of motion or other application in any other manner permitted by law. The Company further agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designations and appointments or such substitute designations and appointments in full force and effecttransactions contemplated hereby.

Governing Law; Consent to Jurisdiction; Trial by Jury. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Agreement Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the F-6 Registration Statement, the offering of the Public Securities, Representative’s Shares or any transactions contemplated hereby shall be brought and enforced in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby irrevocably designates and appoints Zysman, Aharoni, Gxxxx and Sxxxxxxx & Worcester LLP as unconditionally waives any objection to the authorized agent laying of the Company upon whom process may be served in any suit, proceeding or other action against the Company instituted by any Underwriter or by any person controlling an Underwriter as to which such Underwriter or venue of any such controlling person is a party and based upon suit or proceeding arising out of or relating to this Agreement, the Public Securities Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the F-6 Registration Statement, the offering of the ADSs or the Representative’s Warrant any transactions contemplated hereby in a New York Court, and irrevocably and unconditionally waives and agrees not to plead or claim in any other action against such court that any such suit or proceeding in any such court has been brought in an inconvenient forum such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in any federal or state court sitting in the County of New York, arising out of the offering made by the Prospectus or any purchase or sale of securities in connection therewithSection 9.1 hereof. Such designation and appointment shall be irrevocable, unless and until a successor authorized agent in the County and State of New York reasonably acceptable to the Underwriters shall have been appointed by the Company, such successor shall have accepted such appointment and written notice thereof shall have been given to the Underwriters. The Company further agrees that service of process upon their authorized agent or successor mailing shall be deemed in every respect personal service of process and shall be legal and binding upon the Company in any such suitaction, proceeding or other actionclaim. In The Company agrees that the event that service of any process or notice of motion or other application to prevailing party(ies) in any such court in connection with any such motion in connection with any action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding cannot be made and/or incurred in the manner described above, such service may be made in the manner set forth in conformance connection with the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents on Civil and Commercial Matters or any successor convention or treatypreparation therefor. The Company (on its behalf and, to the extent permitted by applicable law law, on behalf of its stockholders and affiliates) and each of the Underwriters hereby irrevocably waives any objection that it may have or hereafter have to the laying of venue of any such action or proceeding arising out of or based on the Public Securitieswaives, the Representative’s Warrant or this Agreement or otherwise relating to the offering, issuance and sale of the Public Securities or the Representative’s Warrant in any federal or state court sitting in the County of New York and any claim that any such action or proceeding in any such court has been brought in an inconvenient forum. The Company and each of the Underwriters hereby further irrevocably waives to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement, the Public Securities and the Representative’s Warrant. The Company agrees that any final judgment after exhaustion of all appeals Agreement or the expiration of time to appeal in any such action or proceeding arising out of the sale of the Public Securities, the Representative’s Warrant or this Agreement rendered by any such federal court or state court shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. Nothing contained in this Agreement shall affect or limit the right of the Underwriters to serve any process or notice of motion or other application in any other manner permitted by law. The Company further agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designations and appointments or such substitute designations and appointments in full force and effecttransactions contemplated hereby.

Governing Law; Consent to Jurisdiction; Trial by Jury. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Agreement shall be brought and enforced in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby irrevocably designates and appoints Zysman, Aharoni, Gxxxx and Sxxxxxxx & Worcester LLP as the authorized agent of the Company upon whom process may be served in any Any legal suit, proceeding or other action against the Company instituted by any Underwriter or by any person controlling an Underwriter as to which such Underwriter or any such controlling person is a party and based upon this Agreement, the Public Securities or the Representative’s Warrant or in any other action against the Company in any federal or state court sitting in the County of New York, arising out of the offering made by the Prospectus or any purchase or sale of securities in connection therewith. Such designation and appointment shall be irrevocable, unless and until a successor authorized agent in the County and State of New York reasonably acceptable to the Underwriters shall have been appointed by the Company, such successor shall have accepted such appointment and written notice thereof shall have been given to the Underwriters. The Company further agrees that service of process upon their authorized agent or successor shall be deemed in every respect personal service of process upon the Company in any such suit, proceeding or other action. In the event that service of any process or notice of motion or other application to any such court in connection with any such motion in connection with any such action or proceeding cannot be made in the manner described above, such service may be made in the manner set forth in conformance with the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents on Civil and Commercial Matters or any successor convention or treaty. The Company (on its behalf and, to the extent permitted by applicable law on behalf of its stockholders and affiliates) and each of the Underwriters hereby irrevocably waives any objection that it may have or hereafter have to the laying of venue of any such action or proceeding arising out of or based on the Public Securities, the Representative’s Warrant or upon this Agreement or otherwise relating to the offering, issuance and sale transactions contemplated hereby (“Related Proceedings”) shall be instituted in (i) the federal courts of the Public Securities or the Representative’s Warrant in any federal or state court sitting United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum. The Company and With respect to any Related Proceeding, each of the Underwriters hereby further party irrevocably waives waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any and all right to trial by jury in any legal proceeding arising out of or relating to this AgreementRelated Judgment, the Public Securities and the Representative’s Warrant. The Company agrees that any final judgment after exhaustion of all appeals or the expiration of time to appeal in each party waives any such action immunity in the Specified Courts or proceeding arising out any other court of the sale of the Public Securitiescompetent jurisdiction, the Representative’s Warrant and will not raise or this Agreement rendered by claim or cause to be pleaded any such federal court or state court shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment immunity at or in respect of any other manner provided by law. Nothing contained in this Agreement shall affect such Related Proceeding or limit Related Judgment, including, without limitation, any immunity pursuant to the right United States Foreign Sovereign Immunities Act of the Underwriters to serve any process or notice of motion or other application in any other manner permitted by law. The Company further agrees to take any and all action, including the execution and filing of all such instruments and documents1976, as may be necessary to continue such designations and appointments or such substitute designations and appointments in full force and effectamended. EACH OF THE COMPANY (ON ITS BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS AND AFFILIATES) AND THE UNDERWRITERS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Consent to Jurisdiction; Trial by Jury. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Agreement Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the F-6 Registration Statement, the offering of the ADSs or any transactions contemplated hereby shall be brought and enforced in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby irrevocably designates and appoints Zysman, Aharoni, Gxxxx and Sxxxxxxx & Worcester LLP as unconditionally waives any objection to the authorized agent laying of the Company upon whom process may be served in any suit, proceeding or other action against the Company instituted by any Underwriter or by any person controlling an Underwriter as to which such Underwriter or venue of any such controlling person is a party and based upon suit or proceeding arising out of or relating to this Agreement, the Public Securities Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the F-6 Registration Statement, the offering of the ADSs or the Representative’s Warrant any transactions contemplated hereby in a New York Court, and irrevocably and unconditionally waives and agrees not to plead or claim in any other action against such court that any such suit or proceeding in any such court has been brought in an inconvenient forum such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in any federal or state court sitting in the County of New York, arising out of the offering made by the Prospectus or any purchase or sale of securities in connection therewithSection 9.1 hereof. Such designation and appointment shall be irrevocable, unless and until a successor authorized agent in the County and State of New York reasonably acceptable to the Underwriters shall have been appointed by the Company, such successor shall have accepted such appointment and written notice thereof shall have been given to the Underwriters. The Company further agrees that service of process upon their authorized agent or successor mailing shall be deemed in every respect personal service of process and shall be legal and binding upon the Company in any such suitaction, proceeding or other actionclaim. In The Company agrees that the event that service of any process or notice of motion or other application to prevailing party(ies) in any such court in connection with any such motion in connection with any action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding cannot be made and/or incurred in the manner described above, such service may be made in the manner set forth in conformance connection with the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents on Civil and Commercial Matters or any successor convention or treatypreparation therefor. The Company (on its behalf and, to the extent permitted by applicable law law, on behalf of its stockholders and affiliates) and each of the Underwriters hereby irrevocably waives any objection that it may have or hereafter have to the laying of venue of any such action or proceeding arising out of or based on the Public Securitieswaives, the Representative’s Warrant or this Agreement or otherwise relating to the offering, issuance and sale of the Public Securities or the Representative’s Warrant in any federal or state court sitting in the County of New York and any claim that any such action or proceeding in any such court has been brought in an inconvenient forum. The Company and each of the Underwriters hereby further irrevocably waives to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement, the Public Securities and the Representative’s Warrant. The Company agrees that any final judgment after exhaustion of all appeals Agreement or the expiration of time to appeal in any such action or proceeding arising out of the sale of the Public Securities, the Representative’s Warrant or this Agreement rendered by any such federal court or state court shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. Nothing contained in this Agreement shall affect or limit the right of the Underwriters to serve any process or notice of motion or other application in any other manner permitted by law. The Company further agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designations and appointments or such substitute designations and appointments in full force and effecttransactions contemplated hereby.

Governing Law; Consent to Jurisdiction; Trial by Jury. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Agreement Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the F-6 Registration Statement, the offering of the Public Securities, Representatives’ Shares or any transactions contemplated hereby shall be brought and enforced in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby irrevocably designates and appoints Zysman, Aharoni, Gxxxx and Sxxxxxxx & Worcester LLP as unconditionally waives any objection to the authorized agent laying of the Company upon whom process may be served in any suit, proceeding or other action against the Company instituted by any Underwriter or by any person controlling an Underwriter as to which such Underwriter or venue of any such controlling person is a party and based upon suit or proceeding arising out of or relating to this Agreement, the Public Securities Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the F-6 Registration Statement, the offering of the ADSs or the Representative’s Warrant any transactions contemplated hereby in a New York Court, and irrevocably and unconditionally waives and agrees not to plead or claim in any other action against such court that any such suit or proceeding in any such court has been brought in an inconvenient forum such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in any federal or state court sitting in the County of New York, arising out of the offering made by the Prospectus or any purchase or sale of securities in connection therewithSection 9.1 hereof. Such designation and appointment shall be irrevocable, unless and until a successor authorized agent in the County and State of New York reasonably acceptable to the Underwriters shall have been appointed by the Company, such successor shall have accepted such appointment and written notice thereof shall have been given to the Underwriters. The Company further agrees that service of process upon their authorized agent or successor mailing shall be deemed in every respect personal service of process and shall be legal and binding upon the Company in any such suitaction, proceeding or other actionclaim. In The Company agrees that the event that service of any process or notice of motion or other application to prevailing party(ies) in any such court in connection with any such motion in connection with any action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding cannot be made and/or incurred in the manner described above, such service may be made in the manner set forth in conformance connection with the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents on Civil and Commercial Matters or any successor convention or treatypreparation therefor. The Company (on its behalf and, to the extent permitted by applicable law law, on behalf of its stockholders and affiliates) and each of the Underwriters hereby irrevocably waives any objection that it may have or hereafter have to the laying of venue of any such action or proceeding arising out of or based on the Public Securitieswaives, the Representative’s Warrant or this Agreement or otherwise relating to the offering, issuance and sale of the Public Securities or the Representative’s Warrant in any federal or state court sitting in the County of New York and any claim that any such action or proceeding in any such court has been brought in an inconvenient forum. The Company and each of the Underwriters hereby further irrevocably waives to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement, the Public Securities and the Representative’s Warrant. The Company agrees that any final judgment after exhaustion of all appeals Agreement or the expiration of time to appeal in any such action or proceeding arising out of the sale of the Public Securities, the Representative’s Warrant or this Agreement rendered by any such federal court or state court shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. Nothing contained in this Agreement shall affect or limit the right of the Underwriters to serve any process or notice of motion or other application in any other manner permitted by law. The Company further agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designations and appointments or such substitute designations and appointments in full force and effecttransactions contemplated hereby.

Governing Law; Consent to Jurisdiction; Trial by Jury. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Agreement shall be brought and enforced in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby irrevocably designates waives any objection to such exclusive jurisdiction and appoints Zysman, Aharoni, Gxxxx and Sxxxxxxx & Worcester LLP as the authorized agent of that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company upon whom process may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in any suit, proceeding or other action against the Company instituted by any Underwriter or by any person controlling an Underwriter as to which such Underwriter or any such controlling person is a party and based upon this Agreement, the Public Securities or the Representative’s Warrant or in any other action against the Company in any federal or state court sitting in the County of New York, arising out of the offering made by the Prospectus or any purchase or sale of securities in connection therewithSection 11 hereof. Such designation and appointment shall be irrevocable, unless and until a successor authorized agent in the County and State of New York reasonably acceptable to the Underwriters shall have been appointed by the Company, such successor shall have accepted such appointment and written notice thereof shall have been given to the Underwriters. The Company further agrees that service of process upon their authorized agent or successor mailing shall be deemed in every respect personal service of process and shall be legal and binding upon the Company in any such suitaction, proceeding or other actionclaim. In The Company agrees that the event that service of any process or notice of motion or other application to prevailing party(ies) in any such court in connection with any such motion in connection with any action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding cannot be made and/or incurred in the manner described above, such service may be made in the manner set forth in conformance connection with the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents on Civil and Commercial Matters or any successor convention or treatypreparation therefor. The Company (on its behalf and, to the extent permitted by applicable law law, on behalf of its stockholders and affiliates) and each of the Underwriters hereby irrevocably waives any objection that it may have or hereafter have to the laying of venue of any such action or proceeding arising out of or based on the Public Securitieswaives, the Representative’s Warrant or this Agreement or otherwise relating to the offering, issuance and sale of the Public Securities or the Representative’s Warrant in any federal or state court sitting in the County of New York and any claim that any such action or proceeding in any such court has been brought in an inconvenient forum. The Company and each of the Underwriters hereby further irrevocably waives to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this AgreementAgreement or the transactions contemplated hereby. If the foregoing is in accordance with the Placement Agents’ understanding of our agreement, kindly sign and return to the Public Securities Company one of the counterparts hereof, whereupon it will become a binding agreement between the Company and the Representative’s Warrantseveral Placement Agents in accordance with its terms. Very truly yours, SPHERIX INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Chief Executive Officer The Company agrees that any final judgment after exhaustion of all appeals or the expiration of time to appeal in any such action or proceeding arising out foregoing Placement Agency Agreement is hereby confirmed and accepted as of the sale date first above written. XXXXXXX & CO. (UK) LTD. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Executive Director Acting on behalf of itself and as the Representative of the Public Securities, the Representative’s Warrant or this Agreement rendered by any such federal court or state court shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. Nothing contained in this Agreement shall affect or limit the right of the Underwriters to serve any process or notice of motion or other application in any other manner permitted by law. The Company further agrees to take any and all action, including the execution and filing of all such instruments and documents, as may be necessary to continue such designations and appointments or such substitute designations and appointments in full force and effectseveral Placement Agents.