Common use of Governing Law; Jurisdiction; Venue Clause in Contracts

Governing Law; Jurisdiction; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflicts of law. The parties hereto hereby irrevocably submit to the jurisdiction of the Delaware Court of Chancery or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, of the United States District Court for the District of Delaware in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof.

Governing Law; Jurisdiction; Venue. This All matters relating to the interpretation, construction, validity and enforcement of this Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware New York without giving effect to any choice or conflict of law provision or rule (whether of the principles State of conflicts New York or any other jurisdiction) that would cause the application of lawlaws of any jurisdiction other than the State of New York. The parties hereto Except as otherwise specifically provided herein, the Executive and the Company each hereby irrevocably submit submits to the exclusive jurisdiction of the Delaware Court of Chancery or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, of the United States District Court for the Southern District of Delaware New York (or, if subject matter jurisdiction in respect that court is not available, in any state court located within Manhattan, New York) over any dispute arising out of or relating to this Agreement. Except as otherwise specifically provided in this Agreement, the interpretation and enforcement parties undertake not to commence any suit, action or proceeding arising out of or relating to this Agreement in a forum other than a forum described above; provided, however, that nothing herein shall preclude the Company or the Executive from bringing any suit, action or proceeding in any other court for the purposes of enforcing the provisions of this Agreement and Section 19 or enforcing any judgment obtained by the Company. The agreement of the documents referred parties to the forum described in this Agreement, and in respect Section 19 is independent of the matters contemplated herebylaw that may be applied in any suit, action, or proceeding and the parties agree to such forum even if such forum may under applicable law choose to apply non-forum law. The parties hereby waive, and agree not to assertthe fullest extent permitted by applicable law, as a defense in any action, suit objection which they now or proceeding for hereafter have to personal jurisdiction or to the interpretation or enforcement hereof or laying of venue of any such documentsuit, that it is not subject thereto or that such action, suit action or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or an applicable court described in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courtsSection 19, and the parties hereto irrevocably agree that all claims with respect they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action or proceeding brought in any applicable court described in this Section 19 shall be heard conclusive and determined exclusively in binding upon the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereofenforced in any other jurisdiction.

Governing Law; Jurisdiction; Venue. This Agreement letter agreement, and all claims and causes of action arising out of, based upon, or related to this letter agreement or the negotiation, execution or performance hereof, shall be governed by, and construed, interpreted and enforced in accordance with, the Laws of the State of New York, without regard to choice or conflict of law principles that would result in the application of any Laws other than the Laws of the State of New York. In the event any dispute arises among the parties hereto out of or in relation to this letter agreement, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by and construed friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the laws following provisions of this Section 6. The arbitration shall be conducted in accordance with the UNCITRAL Arbitration Rules and the Hong Kong International Arbitration Centre (“HKIAC”) Procedures for the Administration of International Arbitration in force at the date of this letter agreement, which rules are deemed to be incorporated by reference in this Section 6. The place of the State arbitration shall be Hong Kong and the language of Delaware without giving effect to the principles arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three arbitrators, which shall be designated as set forth in Section 10.9 of conflicts of lawthe Merger Agreement. The arbitration shall be conducted in private. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless the parties hereto hereby irrevocably submit otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this letter agreement, except insofar as the same may relate directly to the jurisdiction of the Delaware Court of Chancery or, matters in the event (but only dispute. The parties hereby agree that any arbitration award rendered in the event) that such court does not have subject matter jurisdiction over such action or proceeding, of the United States District Court for the District of Delaware in respect of the interpretation and enforcement of accordance with the provisions of this Agreement Section 6 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located. In any arbitration proceeding, any legal proceeding to enforce any arbitration award and in any other legal proceeding among the parties pursuant to or relating to this letter agreement, each party expressly waives the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state or is otherwise entitled to immunity. Each of the documents referred to in this Agreement, and in respect parties hereto agrees that notice or the service of the matters contemplated hereby, and hereby waive, and agree not to assert, as a defense process in any action, suit or proceeding for arising out of, based upon or relating to this letter agreement or the interpretation rights and obligations arising hereunder shall be properly served or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable delivered if delivered in the Delaware Court manner contemplated by Section 6 of Chancerythe Sponsor Limited Guarantee, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action Sponsor, and Section 10.2 of the Merger Agreement, with respect to Parent or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereofMerger Sub.

Governing Law; Jurisdiction; Venue. This Agreement shall be governed by by, and construed in accordance with with, the laws of the State of Delaware New York, without giving effect to any choice of law or other conflict of law provision or rule (whether of the principles State of conflicts New York or any other jurisdiction) that would cause the application of lawthe laws of any jurisdiction other than the State of New York. The Each of the parties hereto irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any party or his, her or its affiliates against any other party or his, her or its affiliates shall be brought and determined in the courts of the State of New York sitting in the County of New York or the federal courts of the United States of America sitting in the Southern District of New York. Each of the parties hereby irrevocably submit submits to the jurisdiction of the Delaware Court of Chancery oraforesaid courts for himself, in the event (but only in the event) that such court does not have subject matter jurisdiction over herself or itself and with respect to his, her or its property, generally and unconditionally, with regard to any such action or proceeding, proceeding arising out of the United States District Court for the District of Delaware in respect of the interpretation and enforcement of the provisions of or relating to this Agreement and the transactions contemplated hereby. Each of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree parties agrees not to assert, as a defense in commence or maintain any action, suit or proceeding relating thereto except in the courts described above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (i) any claim that he, she or it is not personally subject to the jurisdiction of the courts in New York as described herein for the interpretation any reason, (ii) that he, she or enforcement hereof it or his, her or its property is exempt or immune from jurisdiction of any such documentcourt 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 it is not subject thereto or that such action(A) the suit, suit action or proceeding may not be in any such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is not maintainable in the Delaware Court of Chanceryimproper, or in (C) this Agreement, or the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceedinghereof, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof.

Governing Law; Jurisdiction; Venue. This Agreement shall be governed by by, and construed in accordance with with, the laws of the State of Delaware New York, without giving effect to any choice of law or other conflict of law provision or rule (whether of the principles State of conflicts New York or any other jurisdiction) that would cause the application of lawthe laws of any jurisdiction other than the State of New York. The Each of the parties hereto irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any party or his, her or its affiliates against any other party or its affiliates shall be brought and determined in the courts of the State of New York sitting in the County of New York or the federal courts of the United States of America sitting in the Southern District of New York. Each of the parties hereby irrevocably submit submits to the jurisdiction of the Delaware Court of Chancery oraforesaid courts for itself and with respect to his, in the event (but only in the event) that such court does not have subject matter jurisdiction over her or its property, generally and unconditionally, with regard to any such action or proceeding, proceeding arising out of the United States District Court for the District of Delaware in respect of the interpretation and enforcement of the provisions of or relating to this Agreement and the transactions contemplated hereby. Each of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree parties agrees not to assert, as a defense in commence or maintain any action, suit or proceeding relating thereto except in the courts described above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (i) any claim that he, she or it is not personally subject to the jurisdiction of the courts in New York as described herein for the interpretation any reason, (ii) that he, she or enforcement hereof it or his, her or its property is exempt or immune from jurisdiction of any such documentcourt 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 it is not subject thereto or that such action(A) the suit, suit action or proceeding may not be in any such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is not maintainable in the Delaware Court of Chanceryimproper, or in (C) this Agreement, or the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceedinghereof, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof.

Governing Law; Jurisdiction; Venue. This Agreement shall be governed by by, and construed in accordance with with, the laws of the State of Delaware New York, without giving effect to any choice of law or other conflict of law provision or rule (whether of the principles State of conflicts New York or any other jurisdiction) that would cause the application of lawthe laws of any jurisdiction other than the State of New York. The Each of the parties hereto irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any party or its affiliates against any other party or its affiliates shall be brought and determined in the courts of the State of New York sitting in the County of New York or the federal courts of the United States of America sitting in the Southern District of New York. Each of the parties hereby irrevocably submit submits to the jurisdiction of the Delaware Court of Chancery oraforesaid courts for itself and with respect to its property, in the event (but only in the event) that such court does not have subject matter jurisdiction over generally and unconditionally, with regard to any such action or proceeding, proceeding arising out of the United States District Court for the District of Delaware in respect of the interpretation and enforcement of the provisions of or relating to this Agreement and the transactions contemplated hereby. Each of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree parties agrees not to assert, as a defense in commence or maintain any action, suit or proceeding for relating thereto except in the interpretation courts described above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or enforcement hereof or of award rendered by any such documentcourt in New York as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (i) any claim that it is not personally subject thereto to the jurisdiction of the courts in New York as described herein for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any such court 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 such action(A) the suit, suit action or proceeding may not be in any such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is not maintainable in the Delaware Court of Chanceryimproper, or in (C) this Agreement, or the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceedinghereof, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof.

Governing Law; Jurisdiction; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflicts of law. The parties hereto hereby irrevocably submit to the jurisdiction of the Delaware Court of Chancery or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, of in the United States District Court for the District of Delaware in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof.

Governing Law; Jurisdiction; Venue. This Agreement letter agreement and all disputes or controversies arising out of or relating to this letter agreement or the transactions contemplated hereby shall be governed by by, and construed in accordance with with, the internal laws of the State of Delaware New York, without giving effect regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of conflicts the State of lawNew York. The Each of the parties hereto irrevocably agrees that any legal action or proceeding arising out of or relating to this letter agreement brought by any party or its affiliates against any other party or its affiliates shall be brought and determined in the federal courts located in the Borough of Manhattan, in the City of New York or the New York State Supreme Court Commercial Division in and for New York County, New York. Each of the parties hereby irrevocably submit submits to the jurisdiction of the Delaware Court of Chancery oraforesaid courts for itself and with respect to its property, in the event (but only in the event) that such court does not have subject matter jurisdiction over generally and unconditionally, with regard to any such action or proceeding, proceeding arising out of or relating to this letter agreement and the transactions contemplated hereby. Each of the United States District Court for the District of Delaware in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree parties agrees not to assert, as a defense in commence or maintain any action, suit or proceeding for relating thereto except in the interpretation courts described above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or enforcement hereof or of award rendered by any such documentcourt in New York as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this letter agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject thereto to the jurisdiction of the courts in New York as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court 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 (c) that such action(i) the suit, suit action or proceeding may not be in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is not maintainable in the Delaware Court of Chanceryimproper, or in (iii) this letter agreement, or the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceedinghereof, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof.

Governing Law; Jurisdiction; Venue. This Agreement and the agreements, instruments and documents contemplated hereby and all disputes between the parties under or relating to this Agreement or the facts and circumstances leading to its execution, whether in contract, tort or otherwise shall be governed by and construed in accordance with the laws of the State of Delaware (other than with respect to matters relating to fiduciary duties of the Company Board, the Merger, the TBCA, the TBOC and any matters mandatorily governed by Texas law, with respect to which Texas law shall apply) without giving effect to the principles of conflicts of lawlaws principles that would result in the application of the law of any other state. The parties hereto hereby irrevocably submit to the jurisdiction Delaware Court of Chancery sitting in Wilmington, Delaware (and if the Delaware Court of Chancery orshall be unavailable, in any Delaware state court and the event (but only in the event) that such Federal court does not have subject matter jurisdiction over such action or proceeding, of the United States District Court for of America sitting in the District State of Delaware Delaware) will have exclusive jurisdiction over any and all disputes between the parties hereto, whether in respect law or equity, based upon, arising out of the interpretation and enforcement of the provisions of or relating to this Agreement and the agreements, instruments and documents contemplated hereby or the facts and circumstances leading to its execution, whether in contract, tort or otherwise. Each of the documents referred parties irrevocably consents to and agrees to submit to the exclusive jurisdiction of such courts, agrees that process may be served upon them in this Agreement, and in respect any manner authorized by the laws of the matters contemplated herebyState of Delaware, and hereby waivewaives, and agree agrees not to assert, as a defense assert in any actionsuch dispute, suit or proceeding for to the interpretation or enforcement hereof or of fullest extent permitted by applicable law, any claim that (i) such document, that it party is not personally subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in to the Delaware Court jurisdiction of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, (ii) such party and the parties hereto irrevocably agree that all claims with respect to such action party’s property is immune from any legal process issued by such courts or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the eventiii) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or litigation commenced in such other manner as may be permitted by Law shall be valid and sufficient service thereofcourts is brought in an inconvenient forum.

Governing Law; Jurisdiction; Venue. This If “Company” means ayfie Group Inc. this Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to the principles any choice or conflict of conflicts of law. The parties hereto hereby irrevocably submit to the jurisdiction law provision or rule (whether of the State of Delaware Court or any other jurisdiction) that would cause the application of Chancery orlaws of any jurisdiction other than those of the State of Delaware. Any legal suit, action or proceeding arising out of or related to this Agreement or the matters contemplated pursuant to this Agreement shall be instituted exclusively in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, federal courts of the United States District Court for or the District courts of the State of Delaware in respect each case located in Delaware and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and waives any objection based on improper venue or forum non conveniens. If “Company” means ayfie Group AS, ayfie AS, ayfie AB, ayfie GmbH this Agreement shall be governed by and construed in accordance with the interpretation internal laws of Norway without giving effect to any choice or conflict of law provision or rule (whether of Norway or any other jurisdiction) that could cause the application of laws of any jurisdiction other than those of Norway. Any legal suit, action or proceeding arising out of or related to this Agreement or the matters contemplated pursuant to this Agreement shall be instituted exclusively in the courts of Norway located in the Municipality of Oslo, and enforcement of the provisions each party irrevocably waives any objection based on improper venue or forum non conveniens. If any provision of this Agreement is invalid or unenforceable under applicable law, it shall be to that extent deemed omitted and the remaining provisions will continue in full force and effect. To the extent a provision is deemed omitted, the parties agree to comply with the remaining terms of this Agreement in a manner consistent with the documents referred original intent of this Agreement. Service of process, summons, notice or other document by mail to such party’s address set forth in this AgreementAgreement shall be effective service of process for any suit, and in respect of the matters contemplated hereby, and hereby waive, and agree not to assert, as a defense action or other proceeding brought in any action, suit or proceeding such court. The United Nations Convention on Contracts for the interpretation or enforcement hereof or International Sale of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceedingGoods, the United States District Court for Nations Convention on the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding Limitation Period in the manner provided herein or in such other manner International Sale of Goods, and similar treaties, conventions and accords, all as may be permitted by Law shall be valid and sufficient service thereofamended, do not apply to or govern this Agreement.

Governing Law; Jurisdiction; Venue. This Agreement shall be governed by and construed in accordance with the laws THIS AGREEMENT (AND ANY CLAIMS OR CAUSE OF ACTION ARISING UNDER, OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR STATUTE) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. Each of the State of Delaware without giving effect to the principles of conflicts of law. The parties hereto hereby irrevocably submit to the jurisdiction of the Delaware Court of Chancery or, in the event (but only in the event) and unconditionally agrees that such court does not have subject matter jurisdiction over such action or proceeding, of the United States District Court for the District of Delaware in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree not to assert, as a defense in any legal action, suit or proceeding against it with respect to any matter arising under, out of or in connection with this Agreement or for the interpretation recognition or enforcement hereof or of any judgment rendered in any such documentaction, that it is not subject thereto suit or that proceeding, may be brought in the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, then any federal court of the United States of America sitting in the State of Delaware), and by execution and delivery of this Agreement, each of the parties hereto: (a) irrevocably submits itself to the nonexclusive jurisdiction of such court, (b) waives any objection to laying venue in any such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event and (but only in the eventc) waives any objection that such court is an inconvenient forum or does not have subject matter jurisdiction over such action or proceedingparty. EACH PARTY HERETO IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING UNDER, in the United States District Court for the District of DelawareOUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER IN CONTRACT, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereofTORT OR STATUTE).

Governing Law; Jurisdiction; Venue. This Agreement shall will be governed by and construed in accordance with the federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the laws of the State of Delaware without giving effect New York applicable to contracts made and to be performed entirely within such State. Each of the principles of conflicts of law. The parties hereto (a) agrees that all judicial proceedings brought against any party hereto arising out of or relating to this Agreement or the transactions contemplated hereby irrevocably submit to the jurisdiction of the Delaware Court of Chancery or, may be brought in the event (but only in Bankruptcy Court and, if the event) that such court Bankruptcy Court does not have subject matter jurisdiction over such action (or proceedingabstains from) jurisdiction, the courts of the State of New York, the courts of the United States District Court of America for the Southern District of Delaware New York, and appellate courts from any thereof, (b) submits for itself and its property in respect of the interpretation any such legal action or proceeding relating to this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the provisions non exclusive general jurisdiction of this Agreement and such the courts of the documents referred to in this AgreementState of New York, and in respect the courts of the matters contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court of America for the Southern District of Delaware, or that this Agreement or any such document may not be enforced in or by such courtsNew York (the “District Court”), and the parties hereto irrevocably agree appellate courts from any thereof, (c) consents that all claims with respect to any such action or proceeding shall may be heard brought in such courts and determined exclusively in the Delaware Court of Chancery, waives any objection that it may now or in the event (but only in the event) that such court does not hereafter have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter venue of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same (provided that, for the avoidance of doubt, each party hereto may move for withdrawal from the Bankruptcy Court to the District Court) and (d) agrees that notice may be served upon (i) LLC, Chrysler and GMAC at their respective addresses and in the manner provided herein or set forth for notices in such other manner as may be Section 8.5 and (ii) UST in accordance with federal law. To the extent permitted by Law shall be valid and sufficient service thereofapplicable law, each of the parties hereto hereby unconditionally waives trial by jury in any civil legal action or proceeding relating to this Agreement or the transactions contemplated hereby.

Governing Law; Jurisdiction; Venue. This Agreement shall be governed by and construed in accordance with the laws Laws of the State of Delaware Delaware, without giving effect regard to the principles of its conflicts of lawlaw principles. The parties hereto hereby irrevocably submit to the jurisdiction of the Delaware Court of Chancery oragree that they shall bring any and all actions, litigation, or proceedings arising out of, in the event (but only connection with, or in the event) that such court does not have subject matter jurisdiction over such action or proceeding, of the United States District Court for the District of Delaware in respect of the interpretation and enforcement of the provisions of any way relating to this Agreement and of the (or any documents referred to in this AgreementAgreement or any transactions contemplated hereby), and including, but not limited to, any action or proceeding involving any Contested Claim under Section 10.5(b)), exclusively in respect the Court of Chancery of the matters contemplated herebyState of Delaware, or only to the extent that such court lacks or declines to accept jurisdiction over a particular matter, exclusively in any state or federal court within the State of Delaware. In accordance with the terms provided in this Section 12.1, the parties irrevocably submit to the exclusive jurisdiction and venue of such courts and hereby waive, and agree not to assertassert to the fullest extent permitted by applicable law that (i) they are not personally subject to the jurisdiction of such courts, as a defense in (ii) such party and such party’s property is immune from any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or legal process issued by such courts, (iii) that venue is improper in such courts, and the parties hereto irrevocably agree that all claims with respect to such action (iv) any action, litigation, or proceeding shall be heard and determined exclusively commenced in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delawareas provided hereunder is an inconvenient forum. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action action, litigation, or proceeding in the manner provided herein in Section 12.8, or in such other manner as may be permitted by Law applicable Law, shall be valid and sufficient service thereofthereof and hereby waive any objections to service accomplished in the manner herein provided. The parties hereby agree that a judgment rendered by a court exercising jurisdiction in accordance with this Section 12.1 may be enforced in any court having competent jurisdiction and that nothing herein shall affect the jurisdiction or ability of any appellate court authorized to adjudicate any appeal of any judgment, decision, opinion, or ruling issued pursuant to this Section 12.1.

Governing Law; Jurisdiction; Venue. This Agreement letter agreement and all disputes or controversies arising out of or relating to this letter agreement or the transactions contemplated hereby shall be governed by by, and construed in accordance with with, the internal laws of the State of Delaware Nevada, without giving effect regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of conflicts the State of lawNevada. The Each of the parties hereto irrevocably agrees that any legal action or proceeding arising out of or relating to this letter agreement brought by any party or its affiliates against any other party or its affiliates shall be brought and determined in the courts of the State of Nevada located in Cxxxx County, Nevada or the federal courts of the United States of America located in Nevada. Each of the parties hereby irrevocably submit submits to the jurisdiction of the Delaware Court of Chancery oraforesaid courts for itself and with respect to its property, in the event (but only in the event) that such court does not have subject matter jurisdiction over generally and unconditionally, with regard to any such action or proceeding, proceeding arising out of or relating to this letter agreement and the transactions contemplated hereby. Each of the United States District Court for the District of Delaware in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree parties agrees not to assert, as a defense in commence or maintain any action, suit or proceeding for relating thereto except in the interpretation courts described above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or enforcement hereof or of award rendered by any such documentcourt in Nevada as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this letter agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject thereto to the jurisdiction of the courts in Nevada as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court 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 (c) that such action(i) the suit, suit action or proceeding may not be in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is not maintainable in the Delaware Court of Chanceryimproper, or in (iii) this letter agreement, or the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceedinghereof, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof.

Governing Law; Jurisdiction; Venue. This Agreement shall be governed by and construed in accordance with the laws The Laws of the State of Delaware shall govern (a) all claims or matters related to or arising from this Agreement and (b) any questions concerning the construction, interpretation, validity and enforceability of this Agreement, and the performance of the obligations imposed by this Agreement, in each case without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the principles State of conflicts Delaware or any other jurisdiction) that would cause the application of lawthe Law of any jurisdiction other than the State of Delaware. The parties hereto hereby irrevocably submit EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDER. THE PARTIES HERETO FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. Each of the Parties submits to the exclusive jurisdiction of the Delaware Court of Chancery or, a state or federal court sitting in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, of the United States District Court for the District of Delaware in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District State of Delaware, or that County of New Castle. Nothing in this Agreement or Section 4, however, shall affect the right of any such document may not be enforced party to serve legal process in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law or at equity. Each party hereto agrees that a final judgment in any Proceeding so brought shall be valid conclusive and sufficient service thereofmay be enforced by suit on the judgment or in any other manner provided by Law or at equity.

Governing Law; Jurisdiction; Venue. This Agreement letter agreement, and all claims and causes of action arising out of, based upon, or related to this letter agreement or the negotiation, execution or performance hereof, shall be governed by by, and construed construed, interpreted and enforced in accordance with with, the laws Laws of the State of Delaware, without regard to choice or conflict of law principles that would result in the application of any Laws other than the Laws of the State of Delaware. Any legal action, suit or proceeding arising out of, based upon or relating to this letter agreement or the transactions contemplated hereby shall be brought solely in any state or federal court within the State of Delaware without giving effect to and any direct appellate court therefrom. Each of the principles of conflicts of law. The parties hereto hereby irrevocably submit submits to the exclusive jurisdiction of such courts in respect of any legal action, suit or proceeding arising out of, based upon or relating to this letter agreement and the rights and obligations arising hereunder and agrees that it will not bring any action arising out of, based upon or related to this letter agreement in any other court. Each of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any legal action, suit or proceeding arising out of, based upon or relating to this letter agreement, (a) any claim that it is not personally subject to the jurisdiction of the Delaware Court above named courts for any reason other than the failure to serve process as set forth below, (b) any claim that it or its property is exempt or immune from jurisdiction of Chancery or, in the event (but only in the event) that any such court does not have subject matter jurisdiction over 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 (c) to the fullest extent permitted by applicable Law, any claim that (i) the suit, action or proceedingproceeding in such court is brought in an inconvenient forum or (ii) the venue of such suit, action or proceeding is improper. Each of the United States District Court for parties hereto agrees that notice or the District service of Delaware in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree not to assert, as a defense process in any action, suit or proceeding for arising out of, based upon or relating to this letter agreement or the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, rights and the parties hereto irrevocably agree that all claims with respect to such action or proceeding obligations arising hereunder shall be heard and determined exclusively in the Delaware Court of Chancery, properly served or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action delivered if delivered by U.S. registered or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, certified mail to the extent permitted by law, over party at the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in address specified on the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereofsignature page hereto.

Governing Law; Jurisdiction; Venue. This Agreement shall be governed by The Laws, rules and construed in accordance with the laws regulations of the State Abu Dhabi Global Market (“ADGM”) shall govern (i) all claims or matters related to or arising from this Agreement (including any tort or non-contractual claims) and (ii) any questions concerning the construction, interpretation, validity and enforceability of Delaware this Agreement, and the performance of the obligations imposed by this Agreement, in each case without giving effect to any choice-of-law or conflict-of-law rules or provisions that would cause the principles of conflicts of law. The parties hereto hereby irrevocably submit to the jurisdiction application of the Delaware Court Law of Chancery orany jurisdiction other than the ADGM. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, in SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDER. THE PARTIES HERETO FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. Each party irrevocably agrees that the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, courts of the United States District Court for the District ADGM shall have exclusive jurisdiction to settle any dispute or claim arising out of Delaware in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that connection with this Agreement or its subject matter, construction, interpretation, validity, enforceability or formation (including non-contractual disputes or claims). Each party hereto agrees that a final judgment in any such document Proceeding so brought shall be conclusive and may not be enforced in or by such courts, and suit on the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, judgment or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or any other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereofor at equity.

Governing Law; Jurisdiction; Venue. This Agreement shall Commitment Letter, the rights and obligations of the parties and all actions arising in whole or part under or in connection herewith will be governed by and construed in accordance with the laws of the State of Delaware without giving effect New York. Each party to this Commitment Letter, by its execution hereof, (a) hereby irrevocably submits to the principles exclusive jurisdiction of conflicts the state courts of the State of New York or the United States District Court located in the Southern District of the State of New York, in each case located in the County of New York, for the purpose of any action between the parties arising in whole or in part under or in connection with this Commitment Letter and (b) hereby waives to the extent not prohibited by applicable law. The parties hereto hereby irrevocably submit , and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the Delaware Court of Chancery orabove-named courts, in the event (but only in the event) that such court does not have subject matter jurisdiction over its property is exempt or immune from attachment or execution, that any such action or proceeding, brought in one of the United States District Court for the District above-named courts should be dismissed on grounds of Delaware in respect forum non conveniens, should be transferred or removed to any court other than one of the interpretation and enforcement above-named courts, or should be stayed by reason of the provisions pendency of this Agreement and some other proceeding in any other court other than one of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delawareabove-named courts, or that this Agreement Commitment Letter or any such document the subject matter hereof or thereof may not be enforced in or by such courtscourt. Notwithstanding the previous sentence, and a party may commence any action in a court other than the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court above-named courts solely for the District purpose of Delawareenforcing an order or judgment issued by one of the above-named courts. The parties hereto hereby consent to and grant the Delaware Court of ChanceryEACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceedingPROCEEDING, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereofCLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS COMMITMENT LETTER.

Governing Law; Jurisdiction; Venue. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the principles State of conflicts New York or any other jurisdictions) that would cause the application of lawthe laws of any jurisdictions other than the State of New York. The parties hereto Each party hereby irrevocably submit 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, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the Delaware Court of Chancery orany such court, in the event (but only in the event) that such court does not have subject matter jurisdiction over such suit, action or proceedingproceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the United States District Court address for the District of Delaware in respect of the interpretation and enforcement of the provisions of such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of the documents referred process and notice thereof. Nothing contained herein shall be deemed to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree not to assert, as a defense limit in any action, suit or proceeding for the interpretation or enforcement hereof or of way any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable right to serve process in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereofAND AGREES NOT TO REQUEST, A 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; Jurisdiction; Venue. This Agreement shall be governed by THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS. EACH OF THE INVESTORS AND THE INTERESTED PARTIES HEREBY REPRESENTS, WARRANTS AND AGREES THAT THE NEGOTIATION OF THIS AGREEMENT AND THE EXCHANGE OF THE PREFERRED SHARES HEREUNDER AND ALL OTHER PRINCIPAL TRANSACTIONS BETWEEN THE INVESTORS AND THE INTERESTED PARTIES HAVE TAKEN PLACE IN THE COMMONWEALTH OF MASSACHUSETTS. EACH OF THE INTERESTED PARTIES HEREBY ACKNOWLEDGES THAT IT HAS CAREFULLY REVIEWED AND UNDERSTANDS THE TERMS OF THIS AGREEMENT AND THE PREFERRED SHARES, HAS OBTAINED AND CONSIDERED THE ADVICE OF COUNSEL WITH RESPECT TO SUCH TERMS AND HAS HAD AN OPPORTUNITY TO FULLY NEGOTIATE SUCH TERMS. Each Interested Party hereby agrees that the state and construed in accordance with the laws federal courts of the State Commonwealth of Delaware without giving effect Massachusetts or, at the option of the Investors, as appropriate, any other court in which the Investors, as appropriate, shall initiate legal or equitable proceedings, to the principles of conflicts of law. The parties hereto hereby irrevocably submit to the jurisdiction of the Delaware Court of Chancery or, in the event (but only in the event) that extent such court does not otherwise has jurisdiction, shall have subject matter jurisdiction over such action to hear and determine any claims or proceedingdisputes between the Investors, of the United States District Court for the District of Delaware in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreementas appropriate, and in respect of the matters contemplated herebyany Interested Party pertaining directly or indirectly to this agreement and all documents, instruments and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chanceryagreements executed pursuant hereto, or in the event to any matter arising therefrom (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court unless otherwise expressly provided for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delawaretherein). The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to To the extent permitted by law, over the subject matter of each Interested Party hereby expressly submits and consents in advance to such dispute and agree that mailing of process or other papers jurisdiction in connection with any such action or proceeding commenced by the Investors in any of such courts, and agrees that service of such summons and complaint or other process or papers may be made by registered or certified mail addressed to such Interested Party at the manner provided herein address to which notices are to be sent pursuant to this Agreement. Each Interested Party waives any claim that Boston, Massachusetts is an inconvenient forum or an improper forum based on lack of venue. To the extent permitted by law, should any Interested Party, after being so served fail to appear or answer to any summons, complaint, or process or papers so served within 30 days after the mailing thereof, such Interested Party shall be deemed in default and an order and/or judgment may be entered by the Investors, as appropriate, against such Interested Party as demanded or prayed for in such summons, complaint, process or papers. The exclusive choice of forum set forth in this Section 12.3 shall not be deemed to preclude the enforcement of any judgment obtained in such forum or the taking of any action to enforce the same in any other manner as may be permitted by Law shall be valid and sufficient service thereofappropriate jurisdiction.

Governing Law; Jurisdiction; Venue. This Agreement letter agreement and all actions, proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or relating to this letter agreement or the actions of the Fund, the Parent, Acquisition Sub or the Company in the negotiation, administration, performance and enforcement hereof, shall be governed by by, and construed in accordance with the laws of the State of Delaware Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the principles State of conflicts Delaware or any other jurisdiction) that would cause the application of lawthe Laws of any jurisdiction other than the State of Delaware. The Each of the parties hereto hereby irrevocably submit submits to the exclusive jurisdiction of the courts of the State of Delaware and to the jurisdiction of the Delaware Court of Chancery or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, of the United States District Court for the District State of Delaware Delaware, for the purpose of any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this letter agreement or the actions of the Fund, the Parent, Acquisition Sub or the Company in the negotiation, administration, performance and enforcement thereof, and each of the parties hereto hereby irrevocably agrees that all claims in respect to such action or proceeding may be heard and determined exclusively in any Delaware state or federal court. Each of the interpretation and enforcement parties hereto (a) irrevocably consents to the service of the provisions of this Agreement summons and of complaint and any other process in any other action or proceeding relating to the documents referred to in transactions contemplated by this Agreement, on behalf of itself or its property, by personal delivery of copies of such process to such party and nothing in respect this Section 7 shall affect the right of the matters contemplated hereby, and hereby waive, and agree not any party to assert, as a defense serve legal process in any actionother manner permitted by Law, suit or proceeding for (b) consents to submit itself to the interpretation or enforcement hereof or personal jurisdiction of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or any other court of the State of Delaware and any Federal court sitting in the State of Delaware in the event any dispute arises out of this letter agreement or the transactions contemplated by this letter agreement, (c) 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 (d) agrees that it will not bring any action relating to this letter agreement or the transactions contemplated by this letter agreement in any court other than the Delaware Court of Chancery (or, if (but only if) the Delaware Court of Chancery shall be unavailable, any other court of the State of Delaware or any Federal court sitting in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District State of Delaware, or ). Each of parties agrees that this Agreement or a final non-appealable judgment by one of the above-named courts in any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard conclusive and determined exclusively may be enforced in other jurisdictions by suit on the Delaware Court of Chancery, judgment or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or any other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereofLaw.

Governing Law; Jurisdiction; Venue. This Agreement shall be governed by and construed in accordance with the laws internal Laws of the State of Delaware without giving effect to the principles Delaware, irrespective of its conflicts of lawlaw principles and any other Law that would cause the application of the Laws (including the statute of limitations) of any jurisdiction other than the State of Delaware. The parties hereto hereby irrevocably submit to the exclusive jurisdiction of the Delaware Court of Chancery orof the State of Delaware (unless the Federal courts have exclusive jurisdiction over the matter, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, of which case the United States District Court for the District of Delaware in respect Delaware) for any action, suit or proceeding arising out of the interpretation and enforcement of the provisions of or relating to this Agreement and of any of the documents referred to in this Agreement, and in respect of the matters transactions contemplated herebyhereby and thereby, and hereby irrevocably waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation arising out of or enforcement hereof or relating to this Agreement and of any such documentof the documents referred to in this Agreement, and in respect of the transactions contemplated hereby and thereby, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the Delaware Court of Chancery, or in the event (but only in the event) that such court does venue thereof may not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action action, suit or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, 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, in the United States District Court for the District of Delaware; provided that a judgment rendered by such court may be enforced in any court having competent jurisdiction. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that any such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person Person of such parties and, to the extent permitted by law, and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action action, suit or proceeding in the manner provided herein in Section 10.8 or in such other manner as may be permitted by Law Law, shall be valid and sufficient service thereof. With respect to any particular action, suit or proceeding, venue shall lie solely in the courts of the State of Delaware in accordance with this Section Article 10, and the parties hereby agrees to waive any objection to such venue of any action, suit or proceeding arising out of or relating to this Agreement and of any of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby and thereby.

Governing Law; Jurisdiction; Venue. This Agreement shall letter agreement, the rights of the parties and all actions arising in whole or part under or in connection herewith will be governed by and construed in accordance with the laws of the State of Delaware without giving effect New York. Each party to this letter agreement, by its execution hereof, (i) hereby irrevocably submits to the principles exclusive jurisdiction of conflicts the state courts of the State of New York or the United States District Court located in the Southern District of the State of New York for the purpose of any action between the parties arising in whole or in part under or in connection with this letter agreement, (ii) hereby waives to the extent not prohibited by applicable law. The parties hereto hereby irrevocably submit , and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the Delaware Court of Chancery orabove-named courts, in the event (but only in the event) that such court does not have subject matter jurisdiction over its property is exempt or immune from attachment or execution, that any such action or proceeding, brought in one of the United States District Court for the District above-named courts should be dismissed on grounds of Delaware in respect forum non conveniens, should be transferred or removed to any court other than one of the interpretation and enforcement above-named courts, or should be stayed by reason of the provisions pendency of this Agreement and some other proceeding in any other court other than one of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delawareabove-named courts, or that this Agreement letter agreement or any such document the subject matter hereof may not be enforced in or by such court and (iii) hereby agrees not to commence any such action other than before one of the above-named courts. Notwithstanding the previous sentence, and a party may commence any action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. Each party agrees that for any action between the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively arising in the Delaware Court of Chancery, whole or in the event (but part under or in connection with this letter agreement, such party will bring actions only in the event) Borough of Manhattan. Each party further waives any claim and will not assert that such court does not have subject matter jurisdiction over such action venue should properly lie in any other location within the selected jurisdiction. Each party hereto agrees that notice or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing service of process or other papers in connection with any such action action, suit or proceeding arising out of or relating to this letter agreement shall be properly served or delivered if delivered in the manner provided herein or in such other manner as may be permitted contemplated by Law shall be valid and sufficient service thereofSection 7 of the Limited Guarantee.

Governing Law; Jurisdiction; Venue. This Agreement shall be governed by THE CORPORATE LAWS OF THE STATE OF DELAWARE SHALL GOVERN ALL ISSUES CONCERNING THE RELATIVE RIGHTS OF THE COMPANY AND ITS STOCKHOLDERS. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK. Each party hereby irrevocably submits, for itself and construed in accordance with its property, to the laws exclusive jurisdiction of the Supreme Court of the State of Delaware without giving effect to the principles of conflicts of law. The parties hereto hereby irrevocably submit to the jurisdiction of the Delaware Court of Chancery orNew York located in New York, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action New York or proceeding, of the United States District Court for the Southern District of Delaware New York, and any appellate court from any such court (as applicable, a “New York Court”), in any suit, action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment resulting from any such suit, action or proceeding, and each party hereby irrevocably and unconditionally agrees that all claims in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such documentsuit, that it is not subject thereto or that such action, suit action or proceeding may not be brought or is not maintainable heard and determined in the Delaware Court New York Court. Each party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, (i) any objection which it may now or hereafter have to the laying of Chanceryvenue of any suit, action or proceeding arising out of or relating to this Agreement in the event New York Court, (but only ii) the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court, (iii) the event) right to object, with respect to such suit, action or proceeding, that such court does not have subject matter jurisdiction over such action or proceeding, party and (iv) all rights to a trial by jury. Each party irrevocably consents to service of process in any manner permitted by Law. The foregoing consents to jurisdiction and service of process shall not constitute general consents to service of process in the United States District Court State of New York for the District of Delaware, or that any purpose except as relates to this Agreement or any such document may and the Transaction Documents, and shall not be enforced in or by such courts, and deemed to confer rights on any Person other than the respective parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereofthis Agreement.

Governing Law; Jurisdiction; Venue. This Agreement Limited Guaranty, the rights of the parties under or in connection herewith or the transactions contemplated hereby, and all actions or proceedings arising out of or related to any of the foregoing, shall be governed by by, and construed and enforced in accordance with with, the laws of the State of Delaware New York without giving effect regard to the principles of conflicts of law. The Each of the parties hereto irrevocably agrees that any legal action or proceeding arising out of or relating to this Limited Guaranty brought by any party or its affiliates against any other party or its affiliates shall be brought and determined in the courts of the State of New York sitting in the County of New York or the federal courts of the United States of America sitting in the Southern District of New York. Each of the parties hereby irrevocably submit submits to the jurisdiction of the Delaware Court of Chancery oraforesaid courts for itself and with respect to its property, in the event (but only in the event) that such court does not have subject matter jurisdiction over generally and unconditionally, with regard to any such action or proceeding, proceeding arising out of or relating to this Limited Guaranty and the transactions contemplated hereby. Each of the United States District Court for the District of Delaware in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree parties agrees not to assert, as a defense in commence or maintain any action, suit or proceeding for relating thereto except in the interpretation courts described above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or enforcement hereof or of award rendered by any such documentcourt in New York as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Limited Guaranty or the transactions contemplated hereby, (a) any claim that it is not personally subject thereto to the jurisdiction of the courts in New York as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court 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 (c) that such action(i) the suit, suit action or proceeding may not be in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is not maintainable in the Delaware Court of Chanceryimproper, or in (iii) this Limited Guaranty, or the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceedinghereof, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereof.

Governing Law; Jurisdiction; Venue. This Agreement letter agreement, and all claims and causes of action arising out of, based upon, or related to this letter agreement or the negotiation, execution or performance hereof, shall be governed by by, and construed construed, interpreted and enforced in accordance with with, the laws Laws of the State of Delaware, without regard to choice or conflict of law principles that would result in the application of any Laws other than the Laws of the State of Delaware. Any legal action, suit or proceeding arising out of, based upon or relating to this letter agreement or the transactions contemplated hereby shall be brought solely in the Court of Chancery of the State of Delaware without giving effect (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the principles County of conflicts New Castle County in the State of lawDelaware) and any direct appellate court therefrom. The Each of the parties hereto hereby irrevocably submit submits to the exclusive jurisdiction of such courts in respect of any legal action, suit or proceeding arising out of, based upon or relating to this letter agreement and the rights and obligations arising hereunder and agrees that it will not bring any action arising out of, based upon or related to this letter agreement in any other court. Each of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any legal action, suit or proceeding arising out of, based upon or relating to this letter agreement, (a) any claim that it is not personally subject to the jurisdiction of the Delaware Court of Chancery orabove named courts for any reason other than the failure to serve process as set forth below, in the event (but only in the eventb) any claim that such court does not have subject matter it or its property is exempt or immune from jurisdiction over such action or proceeding, of the United States District Court for the District of Delaware in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such documentcourt 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 (c) to the fullest extent permitted by applicable Law, any claim that it is not subject thereto or that such action(i) the suit, suit action or proceeding may not be in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is not maintainable in the Delaware Court of Chanceryimproper or (iii) this letter agreement, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceedingmater hereof, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and . Each of the parties hereto irrevocably agree agrees that all claims notice or the service of process in any action, suit or proceeding arising out of, based upon or relating to this letter agreement or the rights and obligations arising hereunder shall be properly served or delivered if delivered in the manner contemplated by Section 13 of the Limited Guaranty, with respect to such action or proceeding shall be heard Sponsor, and determined exclusively in Section 11.03 of the Delaware Court of ChanceryMerger Agreement, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent with respect to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereofParent.

Governing Law; Jurisdiction; Venue. This Agreement Limited Guarantee shall be governed by and construed in accordance with the laws Laws of the State of Delaware (without giving effect to conflict of law principles thereof that would result in the principles application of conflicts the Laws of lawanother jurisdiction). The Each of the parties hereto hereby irrevocably (a) consents to submit itself to the personal jurisdiction of the Delaware Court of Chancery orand any state appellate court therefrom within the State of Delaware (unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in which case, in any Delaware state or federal court within the State of Delaware) (each, a “Chosen Court”) in the event (but only any dispute arises out of or in the event) that such court does not have subject matter jurisdiction over such action any way related to this Limited Guarantee or proceedingany transaction contemplated hereby, of the United States District Court for the District of Delaware or in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred any oral representations made or alleged to be made in this Agreementconnection herewith or therewith, and in respect of the matters contemplated hereby, including any Action and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such actionAction (whether at law, suit in equity, in contract, in tort or proceeding otherwise) may not be brought or is not maintainable in said courts or that the Delaware Court of Chancery, or in the event (but only in the event) that such court does venue thereof may not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, be appropriate or that this Agreement or any such document Limited Guarantee may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims Actions (whether at law, in equity, in contract, in tort or otherwise) brought by or against any of the parties hereto or any of their respective Affiliates with respect to such action or proceeding Action shall be heard and determined solely and exclusively in a Chosen Court, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any Chosen Court, (c) agrees that it will not bring any Action in any court other than the Delaware Chosen Court and (d) waives any right to trial by jury with respect to any Action (whether at law, in equity, in contract, in tort or otherwise) arising out of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action any way related to this Limited Guarantee or proceeding, in the United States District Court for the District of Delawarewith respect to any Action. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing any violation of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law this Section 11 shall be valid constitute a material breach of this Limited Guarantee and sufficient service thereofshall constitute irreparable harm.

Governing Law; Jurisdiction; Venue. This Agreement Limited Guarantee shall be governed by by, and construed in accordance with with, the laws of the State of Delaware without giving effect applicable to contracts executed in and to be performed entirely within that State, regardless of the principles laws that might otherwise govern under any applicable conflict of conflicts Laws principles. All Actions arising out of law. The or relating to this Limited Guarantee shall be heard and determined in the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of the Delaware Court of Chancery or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, of the United States District Court for the District of Delaware in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree not to assert, as a defense courts in any action, suit such Action and irrevocably waive the defense of an inconvenient forum or proceeding for lack of jurisdiction to the interpretation or enforcement hereof or maintenance of any such document, that it is Action. The consents to jurisdiction and venue set forth in this Section 12 shall not subject thereto or that such action, suit or proceeding may constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 12 and shall not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or deemed to confer rights on any such document may not be enforced in or by such courts, and Person other than the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delawarehereto. The parties hereto hereby consent agree that a final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law; provided, however, that nothing in the foregoing shall restrict any party’s rights to and grant the Delaware Court of Chanceryseek any post-judgment relief regarding, or in the event (but only in the event) that such any appeal from, a final trial court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such judgment. The parties and, to the extent permitted by law, over the subject matter of such dispute and hereto agree that mailing any violation of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law this Section 12 shall be valid constitute a material breach of this Limited Guarantee and sufficient service thereofshall constitute irreparable harm. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS LIMITED GUARANTEE IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Venue. This Agreement Guaranty shall be governed by and construed in accordance with the laws of jurisdiction in which the State of Delaware Property is located without giving effect regard to the principles of conflicts of lawlaw provisions thereof (“Governing State”). The parties hereto GUARANTOR HEREBY CONSENTS TO PERSONAL JURISDICTION IN THE GOVERNING STATE. VENUE OF ANY ACTION BROUGHT TO ENFORCE THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR ANY ACTION RELATING TO THE LOAN OR THE RELATIONSHIPS CREATED BY OR UNDER THE LOAN DOCUMENTS (“ACTION”) SHALL, AT THE ELECTION OF LENDER, BE IN (AND IF ANY ACTION IS ORIGINALLY BROUGHT IN ANOTHER VENUE, THE ACTION SHALL AT THE ELECTION OF LENDER BE TRANSFERRED TO) A STATE OR FEDERAL COURT OF APPROPRIATE JURISDICTION LOCATED IN THE GOVERNING STATE. GUARANTOR HEREBY CONSENTS AND SUBMITS TO THE PERSONAL JURISDICTION OF THE GOVERNING STATE AND OF FEDERAL COURTS LOCATED IN THE GOVERNING STATE IN CONNECTION WITH ANY ACTION AND HEREBY WAIVES ANY AND ALL PERSONAL RIGHTS UNDER THE LAWS OF ANY OTHER STATE TO OBJECT TO JURISDICTION WITHIN SUCH STATE FOR PURPOSES OF ANY ACTION. Guarantor hereby irrevocably submit to the jurisdiction of the Delaware Court of Chancery or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, of the United States District Court for the District of Delaware in respect of the interpretation waives and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree agrees not to assert, as a defense in to any action, suit Action or proceeding for the interpretation or enforcement hereof or a motion to transfer venue of any such documentAction, (i) any claim that it is not subject thereto or to such jurisdiction, (ii) any claim that such action, suit or proceeding any Action may not be brought against it or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, those courts or that this Agreement or any such document Guaranty may not be enforced in or by such those courts, and or that it is exempt or immune from execution, (iii) that the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively Action is brought in the Delaware Court of Chanceryan inconvenient forum, or in the event (but only in the eventiv) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court venue for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or Action is in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereofway improper.

Governing Law; Jurisdiction; Venue. This Agreement letter agreement and all actions, proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or relating to this letter agreement or the actions of the Fund, the Parent, Merger Sub or the Company in the negotiation, administration, performance and enforcement hereof, shall be governed by by, and construed in accordance with the laws of the State of Delaware Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the principles State of conflicts Delaware or any other jurisdiction) that would cause the application of lawthe Laws of any jurisdiction other than the State of Delaware. The Each of the parties hereto hereby irrevocably submit submits to the exclusive jurisdiction of the courts of the State of Delaware and to the jurisdiction of the Delaware Court of Chancery or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, of the United States District Court for the District State of Delaware Delaware, for the purpose of any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this letter agreement or the actions of the Fund, the Parent, Merger Sub or the Company in the negotiation, administration, performance and enforcement thereof, and each of the parties hereto hereby irrevocably agrees that all claims in respect to such action or proceeding may be heard and determined exclusively in any Delaware state or Federal court. Each of the interpretation and enforcement parties hereto (a) irrevocably consents to the service of the provisions of this Agreement summons and of complaint and any other process in any other action or proceeding relating to the documents referred to in transactions contemplated by this Agreement, on behalf of itself or its property, by personal delivery of copies of such process to such party and nothing in respect this Section 7 shall affect the right of the matters contemplated hereby, and hereby waive, and agree not any party to assert, as a defense serve legal process in any actionother manner permitted by Law, suit or proceeding for (b) consents to submit itself to the interpretation or enforcement hereof or personal jurisdiction of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or any other court of the State of Delaware and any Federal court sitting in the State of Delaware in the event any dispute arises out of this letter agreement or the transactions contemplated by this letter agreement, (c) 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 (d) agrees that it will not bring any action relating to this letter agreement or the transactions contemplated by this letter agreement in any court other than the Delaware Court of Chancery (or, if (but only if) the Delaware Court of Chancery shall be unavailable, any other court of the State of Delaware or any Federal court sitting in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District State of Delaware, or ). Each of parties agrees that this Agreement or a final non-appealable judgment by one of the above-named courts in any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard conclusive and determined exclusively may be enforced in other jurisdictions by suit on the Delaware Court of Chancery, judgment or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or any other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereofLxx. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING BETWEEN THE PARTIES HERETO ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Venue. This Agreement letter agreement, and all claims and causes of action arising out of, based upon, or related to this letter agreement or the negotiation, execution or performance hereof, shall be governed by by, and construed construed, interpreted and enforced in accordance with with, the laws Laws of the State of Delaware, without regard to choice or conflict of law principles that would result in the application of any Laws other than the Laws of the State of Delaware. Any legal action, suit or proceeding arising out of, based upon or relating to this letter agreement or the transactions contemplated hereby shall be brought solely in any state or federal court within the State of Delaware without giving effect to and any direct appellate court therefrom. Each of the principles of conflicts of law. The parties hereto hereby irrevocably submit submits to the exclusive jurisdiction of such courts in respect of any legal action, suit or proceeding arising out of based upon or relating to this letter agreement and the rights and obligations arising hereunder and agrees that it will not bring any action arising out of, based upon or related to this letter agreement in any other court. Each of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any legal action, suit or proceeding arising out of, based upon or relating to this letter agreement, (a) any claim that it is not personally subject to the jurisdiction of the Delaware Court above named courts for any reason other than the failure to serve process as set forth below, (b) any claim that it or its property is exempt or immune from jurisdiction of Chancery or, in the event (but only in the event) that any such court does not have subject matter jurisdiction over 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 (c) to the fullest extent permitted by applicable Law, any claim that (i) the suit, action or proceedingproceeding in such court is brought in an inconvenient forum or (ii) the venue of such suit, action or proceeding is improper. Each of the United States District Court for parties hereto agrees that notice or the District service of Delaware in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree not to assert, as a defense process in any action, suit or proceeding for arising out of, based upon or relating to this letter agreement or the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, rights and the parties hereto irrevocably agree that all claims with respect to such action or proceeding obligations arising hereunder shall be heard and determined exclusively in the Delaware Court of Chancery, properly served or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action delivered if delivered by U.S. registered or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, certified mail to the extent permitted by law, over party at the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in address specified on the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereofsignature page hereto.

Governing Law; Jurisdiction; Venue. This Agreement and all questions relating to the interpretation or enforcement of this Agreement shall be governed by and construed in accordance with the laws Laws of the State of Delaware without giving effect regard to the principles Laws of conflicts the State of lawDelaware or any other jurisdiction that would call for the application of the substantive Laws of any jurisdiction other than Delaware. The parties hereto Any dispute may, at the option of any Party hereto, be resolved and decided by the state or federal courts located in Xxxxxx County, Texas Courts (collectively, the “Xxxxxx County Courts”). Each of the Parties hereby irrevocably submit and unconditionally, for itself and its property, submits to the exclusive jurisdiction of in the Delaware Court of Chancery orXxxxxx County Courts and any appellate court from any thereof, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, of the United States District Court for the District of Delaware in respect of the interpretation and enforcement of the provisions any dispute arising out of this Agreement and of the documents referred to in this Agreementhereby irrevocably agrees that any suit, and in respect of the matters contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District other proceeding arising out of Delaware, or that relating to this Agreement or any such document may not be enforced in transaction contemplated hereby or by such courtsthereby, and the parties hereto irrevocably agree agrees that all claims with in respect of such suit, action or other proceeding may be heard and determined in any such court, and each of the parties hereby irrevocably and unconditionally (i) agrees not to commence any such suit, action or proceeding except in the Xxxxxx County Courts, (ii) agrees that any claim in respect of any such action or proceeding shall may be heard and determined exclusively in the Delaware Court of ChanceryXxxxxx County Courts, or in the event and any appellate court from any thereof, (but only in the eventiii) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties andwaives, to the fullest extent permitted by lawit may legally and effectively do so, over any objection which it may now or hereafter have to the subject matter laying of venue of any such dispute suit, action or proceeding in the Xxxxxx County Courts, and agree that mailing (iv) waives, to the fullest extent it may legally and effectively do so, the defense of process or other papers in connection with any an inconvenient forum to the maintenance of such action or proceeding in the manner provided herein Xxxxxx County Courts. Each Party hereby agrees that service of summons, complaint or other process in such other manner as connection with any proceedings contemplated hereby may be permitted made by Law shall be valid and sufficient service thereofregistered or certified mail addressed to such Party at the address specified pursuant to Section 4.6.

Governing Law; Jurisdiction; Venue. This Agreement The Loan Documents shall be governed by and construed in accordance with the substantive laws (other than conflict of law provisions and principles) of the State of Delaware without giving effect Illinois. Each Credit Party hereby consents to the principles of conflicts of law. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the Delaware any United States Federal Court of Chancery or, sitting in the event (but only in the event) that such court does not have subject matter or with direct or indirect jurisdiction over such action or proceeding, of the United States District Court for the Northern District of Delaware Illinois or any Illinois state court sitting in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this AgreementXxxx County, and in respect of the matters contemplated herebyChicago, and hereby waive, and agree not to assert, as a defense Illinois in any action, suit or other proceeding for arising out of or relating to this Agreement or any of the interpretation or enforcement hereof or other Loan Documents, and each Credit Party irrevocably agrees that all claims and demands in respect of any such document, that it is not subject thereto or that such action, suit or proceeding may not be heard and determined in any such court and irrevocably waives any objection it may now or hereafter have as to the venue of any such action, suit or proceeding brought in any such court or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not is an inconvenient forum. Each Credit Party waives personal service of any and all process upon it and consents that all such service of process may be made by registered mail (return receipt requested) directed to such Credit Party at such Credit Party’s address for notices pursuant to this Agreement, and service so made shall be deemed to be completed five (5) days after the same shall have subject matter jurisdiction over such action or proceeding, been so deposited in the United States District Court for mails. Nothing herein shall limit the District right of Delawarethe Lender to bring proceedings against any Credit Party or any of its Affiliates in the courts of any other jurisdiction. Any judicial proceeding commenced by any Credit Party against the Lender or any other holder of any Obligations, or that this Agreement any Affiliate of the Lender or any such document may not other holder of any Obligations, involving, directly or indirectly, any matter in any way arising out of, related to or connected with any Loan Document shall be enforced brought only in a United States Federal Court sitting in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, direct jurisdiction over the person Northern District of such parties andIllinois or any Illinois state court sitting in Xxxx County, Chicago, Illinois. Nothing in this Agreement shall be deemed or operate to affect the extent right of the Lender to serve legal process in any other manner permitted by law, over law or to preclude the subject matter enforcement by the Lender of such dispute and agree that mailing of process any judgment or other papers in connection with any such action or proceeding in the manner provided herein or order obtained in such forum or the taking of any action under this Agreement to enforce same in any other manner as may be permitted by Law shall be valid and sufficient service thereofappropriate forum or jurisdiction.

Governing Law; Jurisdiction; Venue. This Agreement letter agreement, and all claims and causes of action arising out of, based upon, or related to this letter agreement or the negotiation, execution or performance hereof, shall be governed by, and construed, interpreted and enforced in accordance with, the Laws of the State of Delaware, without regard to choice or conflict of law principles that would result in the application of any Laws other than the Laws of the State of Delaware. In the event any dispute arises among the parties hereto out of or in relation to this letter agreement, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by and construed friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the laws following provisions of this Section 6. The arbitration shall be conducted in accordance with the UNCITRAL Arbitration Rules and the Hong Kong International Arbitration Centre (“HKIAC”) Procedures for the Administration of International Arbitration in force at the date of this letter agreement, which rules are deemed to be incorporated by reference in this Section 6. The place of the State arbitration shall be Hong Kong and the language of Delaware without giving effect to the principles arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three arbitrators, which shall be designated as set forth in Section 10.9 of conflicts of lawthe Merger Agreement. The arbitration shall be conducted in private. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless the parties hereto hereby irrevocably submit otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this letter agreement, except insofar as the same may relate directly to the jurisdiction of the Delaware Court of Chancery or, matters in the event (but only dispute. The parties hereby agree that any arbitration award rendered in the event) that such court does not have subject matter jurisdiction over such action or proceeding, of the United States District Court for the District of Delaware in respect of the interpretation and enforcement of accordance with the provisions of this Agreement Section 6 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located. In any arbitration proceeding, any legal proceeding to enforce any arbitration award and in any other legal proceeding among the parties pursuant to or relating to this letter agreement, each party expressly waives the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state or is otherwise entitled to immunity. Each of the documents referred to in this Agreement, and in respect parties hereto agrees that notice or the service of the matters contemplated hereby, and hereby waive, and agree not to assert, as a defense process in any action, suit or proceeding for arising out of, based upon or relating to this letter agreement or the interpretation rights and obligations arising hereunder shall be properly served or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable delivered if delivered in the Delaware Court manner contemplated by Section 6 of Chancerythe Limited Guarantee, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action Sponsor, and Section 10.2 of the Merger Agreement, with respect to Parent or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereofMerger Sub.

Governing Law; Jurisdiction; Venue. This Agreement letter agreement, and all claims and causes of action arising out of, based upon, or related to this letter agreement or the negotiation, execution or performance hereof, shall be governed by by, and construed construed, interpreted and enforced in accordance with with, the laws Laws of the State of Delaware, without regard to choice or conflict of law principles that would result in the application of any Laws other than the Laws of the State of Delaware. Any legal action, suit or proceeding arising out of, based upon or relating to this letter agreement or the transactions contemplated hereby shall be brought solely in any state or federal court within the State of Delaware without giving effect to and any direct appellate court therefrom. Each of the principles of conflicts of law. The parties hereto hereby irrevocably submit submits to the exclusive jurisdiction of such courts in respect of any legal action, suit or proceeding arising out of, based upon or relating to this letter agreement and the rights and obligations arising hereunder and agrees that it will not bring any action arising out of, based upon or related to this letter agreement in any other court. Each of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any legal action, suit or proceeding arising out of, based upon or relating to this letter agreement, (a) any claim that it is not personally subject to the jurisdiction of the Delaware Court above named courts for any reason other than the failure to serve process as set forth below, (b) any claim that it or its property is exempt or immune from jurisdiction of Chancery or, in the event (but only in the event) that any such court does not have subject matter jurisdiction over 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 (c) to the fullest extent permitted by applicable Law, any claim that (i) the suit, action or proceedingproceeding in such court is brought in an inconvenient forum or (ii) the venue of such suit, action or proceeding is improper. Each of the United States District Court for parties hereto agrees that notice or the District service of Delaware in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree not to assert, as a defense process in any action, suit or proceeding for arising out of, based upon or relating to this letter agreement or the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, rights and the parties hereto irrevocably agree that all claims with respect to such action or proceeding obligations arising hereunder shall be heard and determined exclusively in the Delaware Court of Chancery, properly served or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action delivered if delivered by U.S. registered or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, certified mail to the extent permitted by law, over party at the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in address specified on the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereofsignature page hereto.

Governing Law; Jurisdiction; Venue. This Agreement letter agreement, and all claims and causes of action arising out of, based upon, or related to this letter agreement or the negotiation, execution or performance hereof, shall be governed by, and construed, interpreted and enforced in accordance with, the Laws of the State of Delaware, without regard to choice or conflict of law principles that would result in the application of any Laws other than the Laws of the State of Delaware. In the event any dispute arises among the parties hereto out of or in relation to this letter agreement, including any dispute regarding its breach, termination or validity, the parties shall attempt in the first instance to resolve such dispute through friendly consultations. If any dispute has not been resolved by and construed friendly consultations within thirty (30) days after any party has served written notice on the other parties requesting the commencement of such consultations, then any party may demand that the dispute be finally settled by arbitration in accordance with the laws following provisions of this Section 6. The arbitration shall be conducted in accordance with the UNCITRAL Arbitration Rules and the Hong Kong International Arbitration Centre ("HKIAC") Procedures for the Administration of International Arbitration in force at the date of this letter agreement, which rules are deemed to be incorporated by reference in this Section 6. The place of the State arbitration shall be Hong Kong and the language of Delaware without giving effect to the principles arbitration shall be English. The appointing authority shall be the HKIAC. There shall be three arbitrators, which shall be designated as set forth in Section 10.9 of conflicts of lawthe Merger Agreement. The arbitration shall be conducted in private. The parties agree that all documents and evidence submitted in the arbitration (including without limitation any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless the parties hereto hereby irrevocably submit otherwise agree in writing. Upon and after the submission of any dispute to arbitration, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective obligations under this letter agreement, except insofar as the same may relate directly to the jurisdiction of the Delaware Court of Chancery or, matters in the event (but only dispute. The parties hereby agree that any arbitration award rendered in the event) that such court does not have subject matter jurisdiction over such action or proceeding, of the United States District Court for the District of Delaware in respect of the interpretation and enforcement of accordance with the provisions of this Agreement Section 6 shall be final and binding upon them, and the parties further agree that such award may be enforced by any court having jurisdiction over the party against which the award has been rendered or the assets of such party wherever the same may be located. In any arbitration proceeding, any legal proceeding to enforce any arbitration award and in any other legal proceeding among the parties pursuant to or relating to this letter agreement, each party expressly waives the defense of sovereign immunity and any other defense based on the fact or allegation that it is an agency or instrumentality of a sovereign state or is otherwise entitled to immunity. Each of the documents referred to in this Agreement, and in respect parties hereto agrees that notice or the service of the matters contemplated hereby, and hereby waive, and agree not to assert, as a defense process in any action, suit or proceeding for arising out of, based upon or relating to this letter agreement or the interpretation rights and obligations arising hereunder shall be properly served or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable delivered if delivered in the Delaware Court manner contemplated by Section 6 of Chancerythe Limited Guarantee, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action Sponsor, and Section 10.2 of the Merger Agreement, with respect to Parent or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereofMerger Sub.

Governing Law; Jurisdiction; Venue. This Agreement shall letter agreement will be governed by by, and construed in accordance with with, the Laws of the State of Delaware, without giving effect to any applicable principles of conflict of laws that would cause the Laws of another jurisdiction to govern this letter agreement. Each of the parties hereto irrevocably agrees that any disputes or controversies arising out of or relating to this letter agreement or the transactions contemplated hereby and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this letter agreement and the rights and obligations hereunder brought by the other party hereto or its successors or assigns shall be brought and determined exclusively in the Court of Chancery of the State of Delaware without giving effect to in and for New Castle County, Delaware (unless the principles of conflicts of law. The parties hereto hereby irrevocably submit to the jurisdiction of the Delaware Court of Chancery orshall decline to accept jurisdiction over a particular matter, in the event (but only which case, any state or federal court in the event) that such court does not have subject matter jurisdiction over such action or proceeding, county). Each of the United States District Court for the District of Delaware in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein in Section 13 or in such other manner manners as may be permitted by Law shall applicable law, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any proceeding relating to this letter agreement or any of the transactions contemplated hereby in any court or tribunal other than the aforesaid courts. Each of the parties hereto irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any proceeding with respect to this letter agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this letter agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 6, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court 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) to the fullest extent permitted by applicable law, any claim that (x) the proceeding in such court is brought in an inconvenient forum, (y) the venue of such proceeding is improper or (z) this letter agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Jurisdiction; Venue. This All issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement and the exhibits and schedules hereto, and all claims and disputes arising hereunder or thereunder or in connection herewith or therewith, whether purporting to be sound in contract or tort, or at law or in equity, shall be governed by by, and construed in accordance with with, the laws Delaware Law, without giving effect to any choice of Law or conflict of Law rules or provisions (whether of the State of Delaware without giving effect to or any other jurisdiction) that would cause the principles application of conflicts the Laws of lawany jurisdiction other than the State of Delaware. The parties hereto hereby irrevocably submit agree and consent to be subject to the exclusive jurisdiction of the Delaware Court of Chancery or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, of the United States District Court for the District of Delaware in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any and in the absence of such document may not federal jurisdiction, the parties consent to be enforced subject to the exclusive jurisdiction of the state courts located in or by such courtsWilmington, Delaware, and hereby waive the parties hereto irrevocably agree that all claims with respect right to such action assert the lack of personal or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers improper venue in connection with any such suit, action or other proceeding. In furtherance of the foregoing, each of the parties (a) waives the defense of inconvenient forum, (b) agrees not to commence any suit, action or other proceeding arising out of this Agreement or any Contemplated Transactions other than in the any such court, and (c) agrees that a final judgment in any such suit, action or other proceeding shall be conclusive and may be enforced in other jurisdictions by suit or judgment or in any other manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereofLaw. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LITIGATION, ACTION, PROCEEDING, CROSS-CLAIM, OR COUNTERCLAIM IN ANY COURT (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF, RELATING TO OR IN CONNECTION WITH (i) THIS AGREEMENT OR THE VALIDITY, PERFORMANCE, INTERPRETATION, COLLECTION OR ENFORCEMENT HEREOF OR (ii) THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, AUTHORIZATION, EXECUTION, DELIVERY, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

Governing Law; Jurisdiction; Venue. This Agreement shall be governed by and construed in accordance with the laws internal Laws of the State of Delaware without giving effect to the principles Delaware, irrespective of its conflicts of lawlaw principles and any other Law that would cause the application of the Laws (including the statute of limitations) of any jurisdiction other than the State of Delaware. The parties hereto hereby irrevocably submit to the exclusive jurisdiction of the Delaware Court of Chancery of the State of Delaware (or, in if the event (but only in Court of Chancery of the event) that such court State of Delaware does not have subject matter jurisdiction over such action or proceedingthe matter, of the United States District Court for the District of Delaware in respect Delaware) for any action, suit or proceeding arising out of the interpretation and enforcement of the provisions of or relating to this Agreement and of any of the documents referred to in this AgreementAgreement (except with respect to any employment agreement, which documents shall be governed by law as set forth therein), and in respect of the matters transactions contemplated herebyhereby and thereby (including resolution of disputes under Section 8.5), and hereby irrevocably waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation arising out of or enforcement hereof or relating to this Agreement and of any such documentof the documents referred to in this Agreement, and in respect of the transactions contemplated hereby and thereby, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the Delaware Court of Chancery, or in the event (but only in the event) that such court does venue thereof may not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action action, suit or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, 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, in the United States District Court for the District of Delaware; provided that a judgment rendered by such court may be enforced in any court having competent jurisdiction. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that any such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person Person of such parties and, to the extent permitted by law, and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action action, suit or proceeding in the manner provided herein in Section 10.8 or in such other manner as may be permitted by Law Law, shall be valid and sufficient service thereof. With respect to any particular action, suit or proceeding, venue shall lie solely in the courts of the State of Delaware in accordance with this Section 10.1, and the parties hereby agrees to waive any objection to such venue of any action, suit or proceeding arising out of or relating to this Agreement and of any of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby and thereby.

Governing Law; Jurisdiction; Venue. This Agreement letter agreement, and all claims and causes of action arising out of, based upon, or related to this letter agreement or the negotiation, execution or performance hereof, shall be governed by by, and construed construed, interpreted and enforced in accordance with with, the laws Laws of the State of Delaware, without regard to choice or conflict of law principles that would result in the application of any Laws other than the Laws of the State of Delaware. Any legal action, suit or proceeding arising out of, based upon or relating to this letter agreement or the transactions contemplated hereby shall be brought solely in any state or federal court within the State of Delaware without giving effect to and any direct appellate court therefrom. Each of the principles of conflicts of law. The parties hereto hereby irrevocably submit submits to the exclusive jurisdiction of such courts in respect of any legal action, suit or proceeding arising out of, based upon or relating to this letter agreement and the rights and obligations arising hereunder and agrees that it will not bring any action arising out of, based upon or related to this letter agreement in any other court. Each of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any legal action, suit or proceeding arising out of, based upon or relating to this letter agreement, (a) any claim that it is not personally subject to the jurisdiction of the Delaware Court of Chancery orabove named courts for any reason other than the failure to serve process as set forth below, in the event (but only in the eventb) any claim that such court does not have subject matter it or its property is exempt or immune from jurisdiction over such action or proceeding, of the United States District Court for the District of Delaware in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such documentcourt 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 (c) to the fullest extent permitted by applicable Law, any claim that it is not subject thereto or that such action(i) the suit, suit action or proceeding may not be in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is not maintainable in the Delaware Court of Chanceryimproper or (iii) this letter agreement, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceedingmater hereof, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and . Each of the parties hereto irrevocably agree agrees that all claims notice or the service of process in any action, suit or proceeding arising out of, based upon or relating to this letter agreement or the rights and obligations arising hereunder shall be properly served or delivered if delivered in the manner contemplated by Section 7 of the Limited Guarantee, with respect to such action or proceeding shall be heard Sponsor, and determined exclusively in Section 8.08 of the Delaware Court of ChanceryMerger Agreement, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent with respect to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law shall be valid and sufficient service thereofParent.

Governing Law; Jurisdiction; Venue. This Agreement The Loan Documents shall be governed by and construed in accordance with the substantive laws (other than conflict of law provisions and principles) of the State of Delaware without giving effect Illinois. Each Credit Party hereby consents to the principles of conflicts of law. The parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the Delaware any United States Federal Court of Chancery or, sitting in the event (but only in the event) that such court does not have subject matter or with direct or indirect jurisdiction over such action or proceeding, of the United States District Court for the Northern District of Delaware Illinois or any Illinois state court sitting in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this AgreementCxxx County, and in respect of the matters contemplated herebyChicago, and hereby waive, and agree not to assert, as a defense Illinois in any action, suit or other proceeding for arising out of or relating to this Agreement or any of the interpretation or enforcement hereof or other Loan Documents, and each Credit Party irrevocably agrees that all claims and demands in respect of any such document, that it is not subject thereto or that such action, suit or proceeding may not be heard and determined in any such court and irrevocably waives any objection it may now or hereafter have as to the venue of any such action, suit or proceeding brought in any such court or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not is an inconvenient forum. Each Credit Party waives personal service of any and all process upon it and consents that all such service of process may be made by registered mail (return receipt requested) directed to such Credit Party at such Credit Party’s address for notices pursuant to this Agreement, and service so made shall be deemed to be completed five (5) days after the same shall have subject matter jurisdiction over such action or proceeding, been so deposited in the United States District Court for mails. Nothing herein shall limit the District right of Delawarethe Lender to bring proceedings against any Credit Party or any of its Affiliates in the courts of any other jurisdiction. Any judicial proceeding commenced by any Credit Party against the Lender or any other holder of any Obligations, or that this Agreement any Affiliate of the Lender or any such document may not other holder of any Obligations, involving, directly or indirectly, any matter in any way arising out of, related to or connected with any Loan Document shall be enforced brought only in a United States Federal Court sitting in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, direct jurisdiction over the person Northern District of such parties andIllinois or any Illinois state court sitting in Cxxx County, Chicago, Illinois. Nothing in this Agreement shall be deemed or operate to affect the extent right of the Lender to serve legal process in any other manner permitted by law, over law or to preclude the subject matter enforcement by the Lender of such dispute and agree that mailing of process any judgment or other papers in connection with any such action or proceeding in the manner provided herein or order obtained in such forum or the taking of any action under this Agreement to enforce same in any other manner as may be permitted by Law shall be valid and sufficient service thereofappropriate forum or jurisdiction.

Governing Law; Jurisdiction; Venue. This Agreement shall be governed by Governing Law and construed in accordance with the laws Venue; Waiver of the State of Delaware without giving effect to the principles of conflicts of lawJury Trial. (1) THIS STOCK OPTION AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF. The parties hereto hereby irrevocably submit to the jurisdiction of the courts of the State of Delaware Court of Chancery or, in and the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, Federal courts of the United States District Court for of America located in the District State of Delaware solely in respect of the interpretation and enforcement of the provisions of this Stock Option 8 9 Agreement and of the documents referred to in this Stock Option Agreement, and in respect of the matters transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the Delaware Court of Chancery, or in the event (but only in the event) that such court does venue thereof may not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, be appropriate or that this Stock Option Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively in the such a Delaware Court of Chancery, State or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of DelawareFederal court. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that any such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by law, and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided herein in Section 12(g) or in such other manner as may be permitted by Law Applicable Law, shall be valid and sufficient service thereof.. (2) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS STOCK OPTION AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS STOCK OPTION AGREEMENT BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS SECTION 12(i). (k)

Governing Law; Jurisdiction; Venue. 4 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware _______ without giving effect to the choice of law principles of conflicts of law. The parties hereto hereby irrevocably submit to thereof that would result in the jurisdiction application of the Delaware Court Laws of Chancery orany other jurisdiction. Any action, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, of the United States District Court for the District of Delaware in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree not to assert, as a defense in any actionlitigation, suit or proceeding for the interpretation arising out of or enforcement hereof relating to this Agreement or of any such document, that it is not subject thereto or that such action, suit or proceeding may not transaction contemplated hereby shall be brought solely in federal or is not maintainable state courts of competent jurisdiction in the Delaware Court courts of Chancerythe State of ____ located in ______, or, if it has or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceedingcan acquire jurisdiction, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts_________, and each of the parties hereto hereby irrevocably agree consents and submits to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such action, litigation, suit or proceeding and waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims with in respect to such action of the action, litigation, suit or proceeding shall be heard and determined exclusively in the Delaware Court of Chancery, or in the event (but only in the event) that any such court does and agrees not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with bring any such action or proceeding arising out of or relating to this Agreement or any transaction contemplated hereby in any other court. Process in any action or proceeding referred to in the manner provided herein first sentence of this Section 5.9 may be served on any party anywhere in the world. Waiver of Jury Trial. EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.9. EACH PARTY HERETO FURTHER REPRESENTS AND WARRANTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. [Attorney Fees. A party in breach of this Agreement shall, on demand, indemnify and hold harmless the other party or in parties for and against all reasonable out-of-pocket expenses, including legal fees, incurred by such other manner as party or parties by reason of enforcement and protection of its or their rights under this Agreement. The payment of such expenses is in addition to any other relief to which such other party may be permitted by Law shall be valid and sufficient service thereofentitled.]

Governing Law; Jurisdiction; Venue. This Agreement shall be governed by and construed in accordance with under the laws of the State of Delaware New York, without giving effect regard to the principles of conflicts of lawlaws principles, and all rights and remedies hereunder or with respect hereto shall be governed by such laws. The parties hereto hereby irrevocably submit Any legal action or proceeding with respect to the this Agreement or any other document delivered in connection herewith shall be brought exclusively in any state or federal court of competent jurisdiction of the Delaware Court of Chancery or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceedingstate, county and city of the United States District Court for the District New York. By execution and delivery of Delaware in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, each party hereto irrevocably consents to and accepts, for itself and in respect of its property, generally and unconditionally the matters contemplated herebyexclusive jurisdiction of such courts. Each party hereto further irrevocably waives any objection, and hereby waiveincluding any objection to the laying of venue or based on the grounds of forum non conveniens, and agree not which it may now or hereafter have to assert, as a defense in bringing of any action, suit action or proceeding for the interpretation or enforcement hereof or in such jurisdiction in respect of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such other document may not be enforced delivered in or by such courtsconnection herewith. Each party hereto hereby irrevocably consents to the service of process out of any of the courts referred to in subsection (b) of this Section in any suit, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined exclusively by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address set forth in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delawarethis Agreement. The parties Each party hereto hereby consent irrevocably waives any objection to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing service of process and further irrevocably waives and agrees not to plead or other papers claim in connection with any such suit, action or proceeding commenced hereunder or under any other document delivered in connection herewith that service of process was in any way invalid or ineffective. Nothing herein shall affect the manner provided herein or right of a party to serve process on the other party in such any other manner as may be permitted by Law shall be valid and sufficient service thereofapplicable law.

Governing Law; Jurisdiction; Venue. This Agreement and all matters arising herefrom or with respect hereto, including, without limitation, tort claims (the “Covered Matters”) shall be governed by by, and construed in accordance with with, the internal laws of the State of Delaware Delaware, without giving effect reference to the choice of law principles thereof. Each of conflicts of law. The parties hereto hereby irrevocably submit to the jurisdiction of the Delaware Court of Chancery or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, of the United States District Court for the District of Delaware in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect submits to such action or proceeding shall be heard the co-exclusive jurisdiction of the federal and determined exclusively state courts located in the Delaware Court City, County and State of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court New York for the District purpose of Delawareany suit, action, proceeding or judgment relating to or arising out of the Covered Matters. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing Service of process or other papers in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the manner provided herein world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action, or proceeding brought in such courts and irrevocably waives any claim that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum. Prior to initiating any litigation, other manner as than litigation for a preliminary injunctive or judicial relief from a court of competent jurisdiction in the good faith judgment of a party necessary to avoid irreparable injury, each party shall attempt in good faith to negotiate a settlement. If such negotiations do not result in a settlement within thirty (30) days from the commencement of such negotiations, the parties may initiate litigation or any other proceeding permitted by applicable law upon seven (7) days’ written notice to the other party. All deadlines specified in this Section 6.6 may be permitted extended by Law shall be valid and sufficient service thereofmutual agreement in writing. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER DOCUMENTS REFERRED TO HEREIN IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER DOCUMENTS REFERRED TO HEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Jurisdiction; Venue. This Agreement shall be governed by and construed in accordance with the Laws of the State of New York (without giving effect to conflict of law principles thereof that would result in the application of the Laws of another jurisdiction) except that matters relating to the fiduciary duties of the Board of Directors shall be governed by the laws of the State of Delaware without giving effect Ohio and matters relating to the principles fiduciary duties of conflicts the General Partner shall be governed by the laws of lawthe State of Delaware. The Each of the parties hereto hereby irrevocably (a) consents to submit itself to the personal jurisdiction of the Delaware Court state courts of Chancery or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such action State of New York or proceeding, of the United States District Court for Court, in each case, located in the District Borough of Delaware Manhattan in respect the City of New York (the “New York Courts”) in the event any dispute arises out of or in any way related to this Agreement or any transaction contemplated by this Agreement, including, any claim relating to or arising out of due diligence conducted in connection with or the negotiation, interpretation and or enforcement of the provisions of this Agreement and (a “Claim”) or involving any Related Party or any Related Party of the documents referred to in this Agreement, and in respect of the matters contemplated hereby, a Related Party and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the Delaware Court of Chancery, or in the event (but only in the event) that such court does venue thereof may not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delaware, be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims Claims brought by or against any of the parties hereto or any of their respective Affiliates or any Related Party or any Related Party of a Related Party with respect to such action or proceeding shall be heard and determined solely and exclusively in a New York Court, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any New York Court, (c) agrees that it will not bring any Claim in any court other than the Delaware Court of Chancery, or in the event New York Courts and (but only in the eventd) that such court does not have subject matter jurisdiction over such action or proceeding, in the United States District Court for the District of Delawarewaives any right to trial by jury with respect to any Claim. The parties hereto hereby consent to and grant the Delaware Court of Chancery, or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, the United States District Court for the District of Delaware, jurisdiction over the person of such parties and, to the extent permitted by law, over the subject matter of such dispute and agree that mailing any violation of process this Section 8.03 (including related to any Related Party or other papers in connection with any such action or proceeding in the manner provided herein or in such other manner as may be permitted by Law Related Party of a Related Party) shall be valid constitute a material breach of this Agreement and sufficient service thereofshall constitute irreparable harm.