Common use of Governing Law; Exclusive Jurisdiction Clause in Contracts

Governing Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal 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 interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

Governing Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard giving effect to the principles of conflicts any choice of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense or conflict of law provision or rule (whether of the transactions contemplated by this Agreement and State of New York or any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agentsjurisdictions) shall be commenced exclusively in that would cause the state and federal courts sitting in application of the City laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and or federal courts sitting in the City of New York County, New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents)herein, and hereby irrevocably waives, and agrees not to assert in any Action suit, action or Proceedingproceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action suit, action or Proceeding proceeding is improper or is brought in an inconvenient forum or that the venue for of such Proceedingsuit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action suit, action or Proceeding proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction DocumentsEACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, thenAND AGREES NOT TO REQUEST, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or ProceedingA JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal 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 interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York, Borough of Manhattan. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

Governing Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents This Agreement shall be governed by by, and construed and enforced in accordance with with, the internal laws Laws of the State of New YorkDelaware, without regard to regardless of the Laws that might otherwise govern under applicable principles of conflicts of law Laws thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party parties hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the state and Court of Chancery of the State of Delaware (or in the event, but only in the event, that such court does not have subject matter jurisdiction over such action or proceeding, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the action or proceeding is vested exclusively in the federal courts sitting in of the City United States of New YorkAmerica, Borough of Manhattan the United States District Court for the adjudication District of Delaware) (such courts, the “Chosen Courts”). In addition, each of the parties irrevocably (a) submits itself to the exclusive jurisdiction of the Chosen Courts for the purpose of any dispute hereunder Claim directly or in connection herewith indirectly based upon, relating to or with any transaction contemplated hereby arising out of this Agreement or discussed herein (including with respect to the enforcement of any of the Transaction Documents)transactions contemplated herein, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from the Chosen Courts and (c) agrees that it will not bring any action relating to this Agreement or the transactions contemplated herein in any court other than the Chosen Courts. Each of the parties hereby irrevocably waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any Action claim with respect to this Agreement or Proceedingany of the transactions contemplated herein, or any related agreement, certificate or other document delivered in connection therewith or the negotiation, execution, interpretation, enforcement or performance hereof or thereof, (x) any claim that it is not personally subject to the jurisdiction of the Chosen Courts for any reason other than the failure to serve in accordance with this Section 16, (y) any claim that it or its property is exempt or immune from jurisdiction of any such courtcourt or from any legal process commenced in the Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) to the fullest extent permitted by the applicable Law, any claim that (i) the suit, action or proceeding in such Action court is brought in an inconvenient forum, (ii) the venue of such suit, action or Proceeding proceeding is improper or is an inconvenient venue for (iii) this Agreement, or the subject matter of this Agreement, may not be enforced in or by such Proceedingcourts. Each party To the fullest extent permitted by law, each of the parties hereby irrevocably waives personal consents to service being made through the notice procedures set forth in Section 13 and agrees that service of any process, summons, notice or document by email or mail to the respective addresses set forth in Section 13 shall be effective service of process and consents to process being served for any Claim in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (connection with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereofor the Transactions. Nothing contained herein in this Section 16 shall be deemed to limit in affect the right of any way any right party to serve legal process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or ProceedingLaw.

Governing Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall This Agreement will be governed by and construed and enforced in accordance with the internal laws of the State of New YorkWisconsin (excluding its choice of laws principles). YOU CONSENT TO EXCLUSIVE JURISDICTION AND VENUE IN THE FEDERAL COURTS SITTING IN MILWAUKEE COUNTY, without regard to WISCONSIN, UNLESS NO FEDERAL JURISDICTION EXISTS, IN WHICH CASE YOU CONSENT TO EXCLUSIVE JURISDICTION AND VENUE IN ANY STATE COURT LOCATED IN MILWAUKEE COUNTY, WISCONSIN. YOU WAIVE ALL DEFENSES OF LACK OF PERSONAL JURISDICTION AND FORUM NON CONVENIENS. THE PARTIES HEREBY EXPRESSLY AGREE THAT THIS AGREEMENT SHALL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. GENERAL You agree that this Agreement is the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement complete and defense exclusive statement of the transactions contemplated by this Agreement between you and Snap-on which supersedes any proposal or prior agreement, oral or written, and any other Transaction Documents communications between you and Snap-on relating to the subject of this Agreement. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. Any failure by either party to require strict performance by the other of any provision of this Agreement will not constitute a waiver of such provision or thereafter affect the party's full rights to require strict performance. This Agreement may only be amended by specific written amendment signed by authorized representatives of both parties. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. EXHIBIT A SNAP-ON INCORPORATED PRIVACY POLICY The privacy of your personally identifiable information is important to us. As part of our commitment to the privacy of your personally identifiable information (whether brought against a party hereto “Personal Information”) that we collect through the Software Product (“Software”) or other means such as registration cards, telecommunications or other means, we provide this notice explaining our information practices and the choices you can make about the way your Personal Information is collected and used with the Software. To make this notice easy to find, we make it available with the Software. This revised Privacy Policy is effective as of January 1, 2006. The privacy practices set forth in this Privacy Policy are for this Software only. Other Snap-on Incorporated ("Snap-on") affiliate Software may have different practices. If you use other Snap-on Software, please review the privacy policies, if any, provided with that Software. Also, if you are an employee of Snap-on or its respective affiliates, directorsplease note that other internal company policies apply to you related to employee use of company computer systems and networks. CONSENT Please read this policy carefully. Your use of this Software constitutes your consent to the collection, officersuse, shareholders, partners, members, employees or agents) shall be commenced exclusively disclosure and processing of Personal Information in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or ProceedingUnited States as described below.

Governing Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal 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 interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreementunder Section 4.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

Governing Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal 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 interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company and the Purchasers elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

Governing Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall This Agreement will be governed by and construed and enforced in accordance with the internal laws of the State of New YorkWisconsin (excluding its choice of laws principles). YOU CONSENT TO EXCLUSIVE JURISDICTION AND VENUE IN THE FEDERAL COURTS SITTING IN MILWAUKEE COUNTY, without regard to WISCONSIN, UNLESS NO FEDERAL JURISDICTION EXISTS, IN WHICH CASE YOU CONSENT TO EXCLUSIVE JURISDICTION AND VENUE IN ANY STATE COURT LOCATED IN MILWAUKEE COUNTY, WISCONSIN. YOU WAIVE ALL DEFENSES OF LACK OF PERSONAL JURISDICTION AND FORUM NON CONVENIENS. THE PARTIES HEREBY EXPRESSLY AGREE THAT THIS AGREEMENT SHALL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. GENERAL You agree that this Agreement is the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement complete and defense exclusive statement of the transactions contemplated by this Agreement between you and Snap-on which supersedes any proposal or prior agreement, oral or written, and any other Transaction Documents communications between you and Snap-on relating to the subject of this Agreement. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. Any failure by either party to require strict performance by the other of any provision of this Agreement will not constitute a waiver of such provision or thereafter affect the party's full rights to require strict performance. This Agreement may only be amended by specific written amendment signed by authorized representatives of both parties. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. EXHIBIT A SNAP-ON EQUIPMENT INC. PRIVACY POLICY Snap-on Equipment Inc. (whether brought against a party hereto or its respective affiliates“Snap-on Equipment”) is part of the Snap-on group of companies which process your data. Snap-on Equipment operates under the trading name of Xxxx Xxxx, directorsXxxxxxx, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively Car-O-Liner and Sun in the state North America, Latin America and federal courts sitting Europe. Should you have any questions or concerns regarding this policy, please contact: Snap-on Equipment Inc. Customer Service 000 Xxxxxxxx Xxxxxx Xxxxxx, Xxxxxxxx 00000 Tele: (000) 000-0000 We appreciate your use of our services. The protection of your privacy in the City processing of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or your personal data is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents important concern to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceedingwhich we pay special attention during our business processes.

Governing Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents This Agreement shall be governed by and construed and enforced in accordance with the internal laws Laws of the State of New YorkDelaware, without regard to the principles of conflicts of law thereofthereof (to the extent that the application of the laws of another jurisdiction would be required thereby). Each party Party agrees that all any legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by action or proceeding with respect to this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively brought in the state and federal courts sitting in the City of Wilmington, New YorkCastle County, Delaware except where such court lacks subject matter jurisdiction. The Parties agree that no such legal action or proceeding will be filed prior to compliance with Section 13.10. In such event, the action or proceeding shall be brought in the federal district court sitting in the City of Wilmington, Delaware. Each party hereby Party irrevocably submits itself in respect of its property, generally and unconditionally, to the exclusive jurisdiction of the state and federal aforesaid courts sitting in the City any legal action or proceeding arising out of New York, Borough of Manhattan for the adjudication of this Agreement. Each Party irrevocably waives any dispute hereunder objection which it may now or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect hereafter have to the enforcement laying of venue of any of the Transaction Documents), and hereby irrevocably waives, and agrees not aforesaid actions or proceedings arising out of or in connection with this Agreement brought in the courts referred to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceedingthis Section 13.6. Each party hereby irrevocably waives personal service of process and Party consents to process being served in any such Action action or Proceeding proceeding by the mailing of a copy thereof via registered or certified mail or overnight delivery (in accordance with evidence of delivery) to such party at the address in effect for notices to it under this Agreement Section 13.1 and agrees that such service shall upon receipt will constitute good and sufficient service of process and or notice thereof. Nothing contained herein shall be deemed to limit in any way this paragraph will affect or eliminate any right to serve process in any other manner permitted by lawLaw. If To the extent that any party shall commence an Action Party has or Proceeding hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to enforce any provisions judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, each such Party hereby irrevocably (i) waives such immunity in respect of its obligations with respect to this Agreement and (ii) submits to the personal jurisdiction of the Transaction Documents, then, in addition to the obligations of the Company elsewhere courts referenced in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or ProceedingSection 13.6.

Governing Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall This Agreement will be governed by and construed and enforced in accordance with the internal laws of the State of New YorkWisconsin (excluding its choice of laws principles). YOU CONSENT TO EXCLUSIVE JURISDICTION AND VENUE IN THE FEDERAL COURTS SITTING IN MILWAUKEE COUNTY, without regard to WISCONSIN, UNLESS NO FEDERAL JURISDICTION EXISTS, IN WHICH CASE YOU CONSENT TO EXCLUSIVE JURISDICTION AND VENUE IN ANY STATE COURT LOCATED IN MILWAUKEE COUNTY, WISCONSIN. YOU WAIVE ALL DEFENSES OF LACK OF PERSONAL JURISDICTION AND FORUM NON CONVENIENS. THE PARTIES HEREBY EXPRESSLY AGREE THAT THIS AGREEMENT SHALL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. GENERAL You agree that this Agreement is the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement complete and defense exclusive statement of the transactions contemplated by this Agreement between you and Snap-on which supersedes any proposal or prior agreement, oral or written, and any other Transaction Documents communications between you and Snap-on relating to the subject of this Agreement. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. Any failure by either party to require strict performance by the other of any provision of this Agreement will not constitute a waiver of such provision or thereafter affect the party's full rights to require strict performance. This Agreement may only be amended by specific written amendment signed by authorized representatives of both parties. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. EXHIBIT A SNAP-ON INCORPORATED PRIVACY POLICY The privacy of your personally identifiable information is important to us. As part of our commitment to the privacy of your personally identifiable information (whether brought against a party hereto “Personal Information”) that we collect through the Software Product (“Software”) or other means such as registration cards, telecommunications or other means, we provide this notice explaining our information practices and the choices you can make about the way your Personal Information is collected and used with the Software. To make this notice easy to find, we make it available with the Software. This revised Privacy Policy is effective as of June 1, 2019. The privacy practices set forth in this Privacy Policy are for this Software only. Other Snap-on Incorporated ("Snap-on") affiliate Software may have different practices. If you use other Snap-on Software, please review the privacy policies, if any, provided with that Software. Also, if you are an employee of Snap-on or its respective affiliates, directorsplease note that other internal company policies apply to you related to employee use of company computer systems and networks. CONSENT Please read this policy carefully. Your use of this Software constitutes your consent to the collection, officersuse, shareholders, partners, members, employees or agents) shall be commenced exclusively disclosure and processing of Personal Information in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or ProceedingUnited States as described below.

Governing Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents This Agreement shall be governed by and construed and enforced in accordance with the internal laws domestic Laws of the State of New York, Delaware without regard giving effect to the principles of conflicts any choice or conflict of law thereofprovision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by Parties irrevocably and unconditionally (i) submits and consents in any Action arising out of or related to this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in and/or the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits Escrow Agreement to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state and or federal courts sitting court within the State of Delaware) (including, without limitation, any such Action seeking equitable relief pursuant to Section 7(p) of this Agreement), (ii) agrees that all claims in the City of New York, Borough of Manhattan for the adjudication respect of any dispute hereunder such Action must be heard and determined exclusively in such courts, (iii) agrees that it shall not attempt to deny or in connection herewith defeat such personal jurisdiction by motion or with any transaction contemplated hereby or discussed herein other request for leave from such courts, (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and iv) agrees not to assert bring any Action arising out of or relating to this Agreement or the Escrow Agreement in any Action or Proceedingother court, and (v) waives any claim that it is not personally subject defense of inconvenient forum to the jurisdiction maintenance of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceedingso brought. Each party hereby irrevocably waives personal consents to the service of process and consents outside the territorial jurisdiction of the courts referred to process being served in this Section 7(h) in any such Action or Proceeding by mailing a copy copies thereof via by registered or certified mail United States mail, postage prepaid, return receipt requested, to its address as specified in or overnight delivery (with evidence pursuant to Section 7(g). However, the foregoing shall not limit the right of delivery) a party to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereofon the other Party by any other legally available method. Nothing contained herein Each of the Parties agrees that a final judgment in any Action in such court as provided above shall be deemed to limit conclusive and may be enforced in any way any right to serve process other jurisdictions by suit on the judgment or in any other manner permitted provided by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceedingapplicable Law.

Governing Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New YorkNevada, without regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New YorkClark County, Nevada. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New YorkClark County, Borough of Manhattan Nevada for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

Governing Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents except the Certificate of Designation shall be governed by and construed and enforced in accordance with the internal 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 interpretations, enforcement and defense of the transactions contemplated by this Agreement and any all other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreementunder Section 4.10, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

Governing Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents this Note shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts conflict of law laws thereof. Each party agrees that all legal Proceedings proceedings concerning the interpretationsinterpretation, enforcement and defense of the transactions contemplated by this Agreement and any other of the Transaction Documents (whether brought against a party hereto or its respective affiliatesAffiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in New York County, New York (the City of “New YorkYork Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action suit, action or Proceedingproceeding, any claim that it is not personally subject to the jurisdiction of any such courtNew York Courts, that or such Action or Proceeding is New York Courts are improper or is an inconvenient venue for such Proceedingproceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action suit, action or Proceeding proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. Each party hereto 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 Note or the transactions contemplated hereby. If any party shall commence an Action action or Proceeding proceeding to enforce any provisions of the Transaction Documentsthis Note, then, in addition to the obligations of the Company elsewhere in this Agreement, then the prevailing party in such Action action or Proceeding proceeding shall be reimbursed by the non-prevailing other party for its reasonable attorneys’ fees and other costs and expenses incurred with in the investigation, preparation and prosecution of such Action action or Proceedingproceeding.

Governing Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Agreement and the Transaction Documents relation of the parties hereunder shall be governed by and construed and enforced in accordance with the internal 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 interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York, Borough of Manhattan. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents)herein, and hereby irrevocably waives, and agrees not to assert in any Action action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action 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 Action action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or a Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, then the prevailing party in such Action action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

Governing Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, York without regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the County, City and State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the County, City and State of New York, Borough of Manhattan York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action suit, action or Proceedingproceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action suit, action or Proceeding proceeding is improper or is an inconvenient venue for such Proceedingproceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action suit, action or Proceeding proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any either party shall commence an Action action, suit or Proceeding proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreementunder Section 4.7, the prevailing party in such Action action, suit or Proceeding proceeding shall be reimbursed by the non-prevailing other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action action or Proceedingproceeding.

Governing Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal 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 interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting located in the City of New York County, New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting located in the City of New York County, New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

Governing Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement This Agreement and interpretation of the Transaction Documents shall any dispute about which this Agreement is a subject will be governed by and construed and enforced in accordance with the internal laws applicable Laws of the State of New YorkDelaware, without regard to the choice of law principles of conflicts of law thereofany jurisdiction. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents Parties irrevocably (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agentsi) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits itself to the exclusive jurisdiction of the state and or federal courts sitting located in the City of New York, Borough of Manhattan Delaware for the adjudication purpose of any dispute hereunder Proceeding directly or in connection herewith indirectly based upon, relating to or with arising out of this Agreement or any transaction of the transactions contemplated hereby or discussed herein the negotiation, execution or performance hereof or thereof, (including with respect ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iii) agrees that it will not bring any action relating to this Agreement or the enforcement of transactions contemplated hereby in any court other than the above-named courts. Each of the Transaction Documents), and Parties hereby irrevocably waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any Action or Proceedinglitigation with respect to this Agreement, any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve in accordance with this Section 9.05, any claim that it or its property is exempt or immune from jurisdiction of any such courtcourt or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and, to the fullest extent permitted by the applicable Law, any claim that (A) the suit, action or proceeding in such Action court is brought in an inconvenient forum, (B) the venue of such suit, action or Proceeding proceeding is improper or is an inconvenient venue for (C) this Agreement, or the subject matter of this Agreement, may not be enforced in or by such Proceedingcourts. Each party of the Parties hereby irrevocably waives personal service of process and consents to process service being served made through the notice procedures set forth in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery Section 9.6 (with evidence Notices) of delivery) to such party at the address in effect for notices to it under this Purchase Agreement and agrees that such service of any process, summons, notice or document by personal delivery to the respective addresses set forth in Section 9.6 (Notices) of the Purchase Agreement shall constitute good and sufficient be effective service of process and notice thereoffor any litigation in connection with this Agreement or the transactions contemplated hereby. Nothing contained herein in this Section 9.05 shall be deemed to limit in affect the right of any way any right Party to serve legal process in any other manner permitted by lawLaw. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.Section 9.06

Governing Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New YorkDelaware, without regard to regardless of the laws that might otherwise govern under applicable principles of conflicts of law laws thereof. Each Subject to Section 6.4(f), each party irrevocably agrees that all legal Proceedings concerning the interpretations, enforcement and defense any Action arising out of the transactions contemplated by or relating to this Agreement and or the Related Agreements brought by any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees successors or agents) assigns shall be commenced exclusively brought and determined in the state and federal courts any Delaware State or Federal court sitting in the City County of New York. Each Castle (or, if such court lacks subject matter jurisdiction, in any appropriate Delaware State or Federal court), and each party hereby irrevocably submits to the exclusive jurisdiction of the state aforesaid courts for itself and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to its property, generally and unconditionally, with regard to any such Action arising out of or relating to this Agreement or the enforcement Related Agreements and the transactions contemplated hereby and thereby. Each party agrees not to commence any Action relating thereto except in the courts described above in Delaware, other than Action in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each party further agrees that notice as provided herein shall constitute sufficient service of the Transaction Documents), process and each party further waives any argument that such service is insufficient. Each party hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising out of or Proceedingrelating to this Agreement, the Related Agreements or the transactions contemplated hereby or thereby, (i) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any such courtcourt or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) that (A) the Action in any such court is brought in an inconvenient forum, (B) the venue of such 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 Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of deliveryC) to such party at the address in effect for notices to it under this Agreement and agrees that or the Related Agreements, or the subject matter hereof or thereof, may not be enforced in or by such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceedingcourts.

Governing Law; Exclusive Jurisdiction. All questions concerning This Agreement and all matters, claims, controversies, disputes, suits, actions or proceedings arising out of or relating to this Agreement and the constructionnegotiation, validity, enforcement and interpretation execution or performance of this Agreement or any of the Transaction Documents transactions contemplated hereby, including all rights of the parties hereto (whether sounding in contract, tort, common or statutory law, equity or otherwise) in connection therewith, shall be interpreted, construed and governed by and construed in accordance with, and enforced in accordance with pursuant to, the internal laws Laws of the State of New York, Delaware without regard giving effect to the principles of conflicts any choice or conflict of law thereofprovision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than those of the State of Delaware. Each party hereto (i) agrees and irrevocably consents to submit itself to the exclusive jurisdiction of the Court of Chancery in the State of Delaware (or if such court finds it lacks subject matter jurisdiction, the federal or other state courts) located in Wilmington, Delaware (the “Chosen Courts”) in any proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement or any of the transactions contemplated hereby, (ii) agrees that all legal Proceedings concerning the interpretationsclaims in respect of any such proceeding will be heard and determined in any Chosen Court, enforcement and defense (iii) agrees that it shall not attempt to deny or defeat such jurisdiction by motion or other request for leave from any Chosen Court, (iv) agrees not to bring or support any proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against in contract, tort, common or statutory law, equity or otherwise) anywhere other than any Chosen Court and (v) agrees that a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state final and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 non-appealable judgment in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein proceeding shall be deemed to limit conclusive and may be enforced in any way any right to serve process other jurisdictions by suit on the judgment or in any other manner permitted provided by applicable law. If Each party hereto waives any defense of inconvenient forum to the maintenance of any proceeding brought in any Chosen Court in accordance with this Section 2(d) Each party shall commence an Action hereto agrees that the service of any process, summons, notice or Proceeding to enforce document in connection with any provisions such proceeding may be served upon them in any manner authorized by the laws of the Transaction Documents, then, in addition to the obligations State of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or ProceedingDelaware.

Governing Law; Exclusive Jurisdiction. All Except as otherwise provided under the Security Documents, all questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws Laws of the State of New YorkCayman Islands, without regard to the principles of conflicts of law Law thereof. Each party agrees that all legal Actions or Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting located in the City of New YorkXxxxxx Town, Cayman Islands. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting located in the City of New YorkXxxxxx Town, Borough of Manhattan Cayman Islands for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by lawLaw. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreementunder Section 4.10, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

Governing Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents this Warrant shall be governed by and construed and enforced in accordance with the internal 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 interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents Warrant (whether brought against a party hereto or its respective affiliatesAffiliates, directors, officers, shareholders, partners, members, employees or agents) shall may be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents)herein, and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documentsthis Warrant, then, in addition to the obligations of the Company elsewhere in this AgreementWarrant, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

Governing Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal 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 interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliatesAffiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreementunder Section 4.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

Governing Law; Exclusive Jurisdiction. All questions concerning the constructionThis Agreement and any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to its execution, its validity, enforcement and interpretation of the Transaction Documents obligations provided herein or performance shall be governed by and construed and enforced in accordance with or interpreted according to the internal laws of the State of New York, York without regard to the principles of conflicts choice of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New Yorkconsiderations. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the The City of New York, Borough of Manhattan Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents)herein, and hereby irrevocably waives, and agrees not to assert in any Action suit, action or Proceedingproceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action suit, action or Proceeding proceeding is improper or is brought in an inconvenient forum or that the venue for of such Proceedingsuit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action suit, action or Proceeding proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

Governing Law; Exclusive Jurisdiction. All questions concerning Except to the construction, validity, enforcement and interpretation extent a provision of the Transaction Documents Article I of this Agreement is required by law to be governed by Washington Law; all other provisions of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New YorkDelaware, without regard to regardless of the laws that might otherwise govern under applicable principles of conflicts of law laws thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party parties hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits consents to the exclusive jurisdiction and venue of the state Delaware Chancery Court and federal courts sitting any appellate court therefrom in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons and waives and covenants not to assert or plead any objection which they might otherwise have to such jurisdiction, venue and such process; provided, however, that if (a) the Delaware Chancery Court does not accept jurisdiction or (b) the dispute concerns any provision of Section 1.6(e) hereof, including the determination of Final CY12 EBIT or Final CY13 EBIT under Section 1.6(e) hereof or concerns Article VII hereof, whether relating to claims upon the Escrow Fund or to the other indemnification obligations set forth in Article VII hereof or otherwise, then the matter shall be exclusively settled by non-appealable arbitration (x) before the Delaware Chancery Court, under the rules set forth by the Delaware Chancery Court, in the City event that the amount in dispute is in excess of New York$1.0 million or (y) before Judicial Arbitration and Mediation Services in the event that the amount in dispute is less than $1.0 million. In the event that a dispute is to be settled by arbitration pursuant to the foregoing, Borough either Parent or the Shareholder Representative may demand arbitration of Manhattan for the adjudication matter. Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction. Subject to the arbitration provisions of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including this Section 9.7, and except as may be required under Washington Law with respect to the enforcement those provisions of any Article I of the Transaction Documents)this Agreement that are mandatorily governed by Washington Law, and hereby irrevocably waives, and each party agrees not to assert commence any legal proceedings related hereto except in any Action or Proceeding, any claim that it is such courts. The arbitration provisions of this Section 9.7 shall not personally subject apply to the jurisdiction of any such court, that such 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 Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or ProceedingEscrow Agent.

Governing Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New YorkDelaware, without regard giving effect to the principles of conflicts any choice of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense or conflict of law provision or rule (whether of the transactions contemplated by this Agreement and State of Delaware or any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agentsjurisdictions) shall be commenced exclusively in that would cause the state and federal courts sitting in application of the City laws of New Yorkany jurisdictions other than the State of Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and or federal courts sitting in the City of New York County, New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or by any of the Transaction Documents or discussed herein or therein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action suit, action or Proceedingproceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action suit, action or Proceeding proceeding is improper or is brought in an inconvenient forum or that the venue for of such Proceedingsuit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action suit, action or Proceeding proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction DocumentsEACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, thenAND AGREES NOT TO REQUEST, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or ProceedingA JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents This Agreement shall be governed by and construed and enforced in accordance with and governed by the internal laws of the State of New York, without regard giving effect to the principles of conflicts its conflict of law thereofprinciples. Each party agrees that all legal Proceedings concerning Any dispute which may arise between the interpretations, enforcement and defense parties arising out of the transactions contemplated by or in connection with this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively adjudicated before a court located in the state New York and federal courts sitting in the City of New York. Each party they hereby irrevocably submits submit to the exclusive jurisdiction of the state courts of the State of New York and of the federal courts sitting court in the City applicable district of New YorkYork with respect to any action or legal proceeding commenced by any party, Borough of Manhattan for and irrevocably waive any objection they now or hereafter may have respecting the adjudication venue of any dispute hereunder such action or proceeding brought in connection herewith such a court or with respecting the fact that such court is an inconvenient forum, waive trial by jury in any transaction contemplated hereby such action or discussed herein (including proceeding, and consent to the service of process in any such action or legal proceeding by means of registered or certified mail, return receipt requested, to the address set forth in Paragraph 12 If the foregoing correctly sets forth our understanding with respect to the enforcement of any of foregoing, please so indicate by signing below, at which time this letter shall become a binding agreement. VFINANCE INVESTMENTS, INC. By:________________________ Xxxxxxxx X. Xxxx Executive Vice President, Investment Banking Accepted and Agreed: XXXXXXXXXXXXXXX.XXX HOLDINGS, INC. By:_________________________________ Name: Xxxx Xxxxxxxxx Title: Chief Executive Officer ANNEX A Indemnification Provisions to Financial Advisory and Investment Banking Agreement (the Transaction Documents“Agreement”) dated September 25th, 2007 between vFinance Investments, Inc. (“VFIN”) and Xxxxxxxxxxxxxxx.xxx Holdings, Inc. (the “Company”), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

Governing Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents This Agreement shall be governed by and construed and enforced in accordance with and governed by the internal laws of the State of New York, without regard giving effect to the principles of conflicts its conflict of law thereofprinciples. Each party agrees that all legal Proceedings concerning Any dispute which may arise between the interpretations, enforcement and defense parties arising out of the transactions contemplated by or in connection with this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively adjudicated before a court located in the state New York and federal courts sitting in the City of New York. Each party they hereby irrevocably submits submit to the exclusive jurisdiction of the state courts of the State of New York and of the federal courts sitting court in the City applicable district of New YorkYork with respect to any action or legal proceeding commenced by any party, Borough of Manhattan for and irrevocably waive any objection they now or hereafter may have respecting the adjudication venue of any dispute hereunder such action or proceeding brought in connection herewith such a court or with respecting the fact that such court is an inconvenient forum, waive trial by jury in any transaction contemplated hereby such action or discussed herein (including proceeding, and consent to the service of process in any such action or legal proceeding by means of registered or certified mail, return receipt requested, to the address set forth in Paragraph 12 If the foregoing correctly sets forth our understanding with respect to the enforcement of any of foregoing, please so indicate by signing below, at which time this letter shall become a binding agreement. VFINANCE INVESTMENTS, INC. By: /s/ Jxxxxxxx X. Xxxx Executive Vice President, Investment Banking Accepted and Agreed: MXXXXXXXXXXXXXX.XXX HOLDINGS, INC. By: /s/ Name: Axxx Xxxxxxxxx Title: Chief Executive Officer ANNEX A Indemnification Provisions to Financial Advisory and Investment Banking Agreement (the Transaction Documents“Agreement”) dated November 2, 2007 between vFinance Investments, Inc. (“VFIN”) and Mxxxxxxxxxxxxxx.xxx Holdings, Inc. (the “Company”), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

Governing Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents except the Series D COD shall be governed by and construed and enforced in accordance with the internal laws of the State of New YorkDelaware, without regard to the principles of conflicts of law thereof. All questions concerning the construction, validity, enforcement and interpretation of the Series D COD shall be governed by and construed and enforced in accordance with the internal laws of the State of Wyoming, without regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings Actions concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York County, New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New YorkYork County, Borough of Manhattan New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or ProceedingAction, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such ProceedingAction. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or ProceedingAction.

Governing Law; Exclusive Jurisdiction. All This Certificate of Designations shall be construed and enforced in accordance with, and all questions concerning the construction, validity, enforcement interpretation and interpretation performance of the Transaction Documents this Certificate of Designations shall be governed by and construed and enforced in accordance with by, the internal laws of the State of New York, without regard giving effect to the principles of conflicts any choice of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense or conflict of law provision or rule (whether of the transactions contemplated by this Agreement and State of Nevada or any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agentsjurisdictions) shall be commenced exclusively in that would cause the state and federal courts sitting in application of the City laws of any jurisdictions other than the State of New York. Each party Except as otherwise required by this Certificate of Designations, the Corporation hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York County, New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents)herein, and hereby irrevocably waives, and agrees not to assert in any Action suit, action or Proceedingproceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action suit, action or Proceeding proceeding is improper or is brought in an inconvenient forum or that the venue for of such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action suit, action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereofproceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If Nothing contained herein shall be deemed to limit in any party way any right to serve process in any manner permitted by law. Nothing contained herein (i) shall commence an Action be deemed or Proceeding operate to preclude any Holder from bringing suit or taking other legal action against the Corporation in any other jurisdiction to collect on the Corporation’s obligations to such Holder, to realize on any collateral or any other security for such obligations, or to enforce any provisions a judgment or other court ruling in favor of the Transaction Documentssuch Holder or (ii) shall limit, then, in addition to the obligations of the Company elsewhere in this Agreement, the prevailing party in such Action or Proceeding shall be reimbursed by deemed or construed to limit, any provision of Section 22. The Corporation hereby irrevocably waives any right it may have to, and agrees not to request, a jury trial for the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred adjudication of any dispute hereunder or in connection with the investigation, preparation and prosecution or arising out of such Action this Certificate of Designations or Proceedingany transaction contemplated hereby.

Governing Law; Exclusive Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New YorkDelaware, without regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New YorkCastle County, Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New YorkCastle County, Borough of Manhattan Delaware for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action suit, action or Proceedingproceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action suit, action or Proceeding proceeding is improper or is an inconvenient venue for such Proceedingproceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action suit, action or Proceeding proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any either party shall commence an Action action, suit or Proceeding proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company elsewhere in this Agreementunder Section 4.9, the prevailing party in such Action action, suit or Proceeding proceeding shall be reimbursed by the non-prevailing other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action action or Proceedingproceeding.