Common use of Governing Law; Jurisdiction; Waiver of Jury Trial Clause in Contracts

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, 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 any such court, that such suit, action or proceeding 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 address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this (a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of New YorkDelaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New YorkDelaware. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each party of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the exclusive personal jurisdiction of the state aforesaid courts and federal courts sitting agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the City aforesaid courts. Each 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 parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any suit, action or proceedingproceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 6.08(a), (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such courtcourt or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable law, any claim that such (A) the suit, action or proceeding in such court is brought in an inconvenient forum or that forum, (B) the venue of such suit, action or proceeding is improperimproper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party of the parties hereby irrevocably waives personal agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process and consents to process being served in for any such suit, action suit or proceeding by mailing a copy thereof to such party at the address for such notices to it under in connection with this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYor the transactions contemplated hereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of the Offering Circular, including, without limitation, this Agreement Subscription Agreement, shall be governed by and construed and enforced in accordance with the internal laws of the State of New YorkArizona, without giving effect regard to any choice the principles of conflicts of law or conflict thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of law provision or rule the transactions contemplated by this Subscription Agreement and any documents included within the Offering Circular (whether of brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New YorkArizona. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City State of New York, borough of Manhattan, Arizona for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinherein (including with respect to the enforcement of any of the documents included within the Offering Circular), 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 any such court, that such suit, action or proceeding is brought in improper or is an inconvenient forum or that the venue of for such suit, action or proceeding is improperproceeding. 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 via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such notices to it under this Subscription Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party hereto shall commence an action or proceeding to enforce any provisions of the documents included within the Offering Circular, then the prevailing party in such action or proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH PARTY KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES ANY RIGHT IT MAY HAVEFOREVER TRIAL BY JURY. Note that this waiver pertains to any and all claims, AND AGREES NOT TO REQUESTincluding those derived from federal securities laws. Such a waiver may result in risks to investors such as increased costs to bring a claim, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYlimited access to information, and other imbalances of resources between the Company and Shareholders. This waiver may discourage claims or limit shareholders’ ability to bring a claim in a judicial forum that they find favorable, and there is uncertainty as to whether a court of competent jurisdiction would enforce the provision. Investors cannot waive compliance with the federal securities laws and their rules and regulations.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of the Offering Circular, including, without limitation, this Agreement Subscription Agreement, shall be governed by and construed and enforced in accordance with the internal laws of the State of New YorkFlorida, without giving effect regard to any choice the principles of conflicts of law or conflict thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of law provision or rule the transactions contemplated by this Subscription Agreement and any documents included within the Offering Circular (whether of brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New Yorkstate and federal courts sitting in Broward County, Florida. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New YorkBroward County, borough of Manhattan, Florida for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinherein (including with respect to the enforcement of any of the documents included within the Offering Circular), 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 any such court, that such suit, action or proceeding is brought in improper or is an inconvenient forum or that the venue of for such suit, action or proceeding is improperproceeding. 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 via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such notices to it under this Subscription Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party hereto shall commence an action or proceeding to enforce any provisions of the documents included within the Offering Circular, then the prevailing party in such action or proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. Notwithstanding the forgoing, this choice of forum provision does not preclude or contract the scope of exclusive federal or concurrent jurisdiction for any actions brought under the Securities Act or the Exchange Act and does not apply to claims arising under the federal securities laws. Accordingly, our exclusive forum provision will not relieve us of our duties to comply with the federal securities laws and the rules and regulations thereunder, and you cannot waive our compliance with these laws, rules, and regulations. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH PARTY KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES ANY RIGHT IT MAY HAVEFOREVER TRIAL BY JURY. This Waiver of Jury Trial does not waive compliance with federal securities laws and the rules and regulations promulgated thereunder. Accordingly, AND AGREES NOT TO REQUESTthis Jury Trial Waiver provision will not relieve us of our duties to comply with the federal securities laws and the rules and regulations thereunder, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYand you cannot waive our compliance with these laws, rules, and regulations.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed in all respects, including validity, interpretation and effect, by the internal laws law of the State of New York, without giving effect to any choice regardless of the law or that might be applied under principles of conflict of law provision laws to the extent such principles would require or rule permit the application of the laws of another jurisdiction. Each of the parties hereto irrevocably and unconditionally (whether a) agrees that any legal suit, action or proceeding brought by any party hereto arising out of or based upon this Agreement or the transactions contemplated hereby may be brought in any court of the State of New York or any other jurisdiction) that would cause Federal District Court for the application Southern District of New York located in the laws of any jurisdiction other than the City, County and State of New York. Each party hereby irrevocably York (each, a “New York Court”), (b) waives, to the fullest extent that it may effectively do so, any objection that it may now or hereafter have to the laying of venue of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought in a New York Court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of any 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 York Court in any suit, action or proceedingproceeding and (d) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, any claim AND THEREFORE HEREBY WAIVES ANY RIGHT THAT 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 BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies that it is not personally subject to the jurisdiction (i) no representative, agent or attorney of any such courtother party has represented, expressly or otherwise, that such suitother party would not, action or proceeding is brought in an inconvenient forum or that the venue event of litigation, seek to enforce the waiver contained therein, (ii) it understands and has considered the implications of such suitwaiver, action or proceeding is improper. Each party hereby irrevocably waives personal service of process (iii) it makes such waiver voluntarily and consents (iv) it has been induced to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under enter into this Agreement by, among other things, the mutual waivers and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing certifications contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYthis Section 7.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the constructionThis Agreement and any action of any kind or any nature (whether at law or in equity, validity, enforcement and interpretation of based in contract or in tort or otherwise) that is any way related to this Agreement or any of the transactions related hereto shall be governed by by, and construed in accordance with, the internal laws of the State of New York, Delaware applicable to contracts executed in and to be performed in that state without giving effect regard to any choice of law or the conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New Yorkrules thereof. Each party hereby irrevocably submits to this Agreement (i) consents to submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware and any state and appellate court therefrom located in the State of Delaware (or, only if the Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal courts court sitting in Wilmington, Delaware), (ii) waives any objection to the City laying of New York, borough of Manhattan, for the adjudication venue of any dispute hereunder or action related to the transactions contemplated by this Agreement brought in connection herewith or with any transaction contemplated hereby or discussed hereinsuch court, and hereby irrevocably waives, (iii) waives and agrees not to assert plead or claim in any suit, action or proceeding, any claim such court that it is not personally subject to the jurisdiction of any such court, that action brought in any such suit, action or proceeding is court has been brought in an inconvenient forum or and (iv) agrees that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents or of any other papers upon such party by registered mail at the address to process being served in any such suit, action or proceeding by mailing a copy thereof which notices are required to be sent to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein Section 8.5 shall be deemed to limit in any way any right to serve process in any manner permitted by lawgood, proper and effective service upon such party. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY RIGHT IT MAY HAVEACTION PROCEEDING, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER CLAIM OR IN CONNECTION HEREWITH OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of the Offering Circular, including, without limitation, this Agreement Subscription Agreement, shall be governed by and construed and enforced in accordance with the internal laws of the State of New YorkCalifornia, without giving effect regard to any choice the principles of conflicts of law or conflict thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of law provision or rule the transactions contemplated by this Subscription Agreement and any documents included within the Offering Circular (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New YorkLos Angeles. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, Los Angeles for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinherein (including with respect to the enforcement of any of the documents included within the Offering Circular), 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 any such court, that such suit, action or proceeding is brought in improper or is an inconvenient forum or that the venue of for such suit, action or proceeding is improperproceeding. 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 via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such notices to it under this Subscription Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party hereto shall commence an action or proceeding to enforce any provisions of the documents included within the Offering Circular, then the prevailing party in such action or proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH PARTY KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY FOREVER TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYBY JURY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictionjurisdictions) that would cause the application of the laws of any jurisdiction jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough Borough of Manhattan, 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 any such court, that such suit, action or proceeding 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 address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed in accordance with the internal domestic laws of the State of New York, Delaware without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New YorkDelaware. Each party hereby irrevocably hereto 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 any such courtstate or federal court sitting in the State of Delaware, that such suit, in any action or proceeding is brought in an inconvenient forum arising out of or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents relating to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. Each party also agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each party hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Any party may make service shall constitute good on any other party by sending or delivering a copy of the process to the party to be served at the address and sufficient service in the manner provided for the giving of process and notice thereofnotices in Section 10(i) above. Nothing contained herein in this Section 10(j), however, shall be deemed affect the right of any party to limit bring any action or proceeding arising out of or relating to this Agreement in any way any right other court or to serve legal process in any other manner permitted by lawlaw or at equity. Each party agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity. EACH PARTY HEREBY OF THE PARTIES HERETO IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY RIGHT IT MAY HAVESUIT, AND AGREES NOT TO REQUESTACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST SUCH PARTY IN RESPECT OF ITS, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HIS OR HER OBLIGATIONS HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictionjurisdictions) that would cause the application of the laws of any jurisdiction jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, 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 any such court, that such suit, action or proceeding 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 address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, REQUEST A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF LITIGATION WITH RESPECT TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYAND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning To the constructionmaximum extent permitted by applicable Law, validity, enforcement and interpretation the provisions of this Agreement shall be governed by and construed and enforced in accordance with the internal laws Laws of the State of New YorkDelaware, without giving effect regard to any choice principles of law or conflict conflicts of law provision or rule law. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (whether a) subject to the jurisdiction of the courts of the State of New York or any other jurisdiction) that would cause the application Delaware and of the laws of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City State 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 hereinDelaware, and (b) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably waivesand unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to assert commence any litigation relating thereto except in such courts), (ii) waives any suit, action or proceeding, any claim that it is not personally subject objection to the jurisdiction laying of venue of any such court, litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such suitlitigation brought therein has been brought in any inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this 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 or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process upon such party in any such action or proceeding shall be effective if such process is brought given as a notice in an inconvenient forum accordance with Section 8.1 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 manner prescribed by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service Laws of process and notice thereofthe State of Delaware. Nothing contained herein in this Section 8.2 shall be deemed to limit in affect the right of any way any right party to serve legal process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYLaw.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning To the constructionmaximum extent permitted by applicable Law, validitythis Agreement and all claims or causes of action (whether in contract, enforcement and interpretation tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement shall be governed by and construed in accordance the internal laws Laws of the State of New YorkXxxxxxxx Islands, without giving effect regard to principles of conflicts of law. The parties hereto agree that any choice suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of law or conflict in connection with, this Agreement or the transactions contemplated hereby shall be brought exclusively in a court of law provision or rule (whether competent jurisdiction of the State of New York or any other jurisdiction) that would cause the application Xxxxxxxx Islands, and each of the laws of any jurisdiction other than the State of New York. Each party parties hereby irrevocably submits consents to the exclusive jurisdiction of such courts (and of the state and federal appropriate appellate 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 any such court, that such suit, action or proceeding 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 therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by mailing a copy thereof Law, any objection that it may now or hereafter have to the laying of the venue of any such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit suit, action or proceeding in any way such court or that any right to serve process such suit, action or proceeding brought in any manner permitted by lawsuch court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER LEGAL PROCEEDING (WHETHER IN CONTRACT OR IN CONNECTION HEREWITH TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by by, and construed in accordance with the internal laws of the State of New York, York without giving effect regard to any the choice of law or conflict of law provision or rule (whether principles thereof. Each of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party hereby parties hereto irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in of the City State of New York, borough of Manhattan, York for the adjudication purpose of any dispute hereunder suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject proceeding may be served on each party hereto anywhere in the 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, that such suit, action or proceeding 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 court in any such suit, action or proceeding by mailing a copy thereof and to the laying of venue in such court. Each party at hereto irrevocably waives any objection to the address for laying of venue of any such notices to it under this Agreement suit, action or proceeding brought in such courts and agrees irrevocably waives any claim that any such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit suit, action or proceeding brought in any way any right to serve process such court has been brought in any manner permitted by lawan inconvenient forum. EACH PARTY HEREBY IRREVOCABLY OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, REQUEST A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF LITIGATION WITH RESPECT TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYAND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning (a) THIS AMENDMENT 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 THEREOF. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Amendment will be brought exclusively in the construction, validity, enforcement and interpretation Court of this Agreement shall be governed by the internal laws Chancery of the State of New YorkDelaware (the "Delaware Chancery Court"), without giving effect to any choice of law or conflict of law provision or rule (whether of or, if the Delaware Chancery Court does not have subject matter jurisdiction, in the federal courts located in the State of New York or any other jurisdiction) that would cause the application Delaware. Each of the laws of parties hereby consents to personal jurisdiction in any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction such action, suit or proceeding brought in any such court (and of the state appropriate appellate courts therefrom) 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 proceedingthe fullest extent permitted by Law, any claim objection that it is not personally subject may now or hereafter have to the jurisdiction laying of the venue of any such court, that such suit, action or proceeding is brought in an inconvenient forum any such court or that the venue of any such suit, action or proceeding is improperbrought in any such court has been brought in an inconvenient forum. Each party hereby irrevocably waives personal service of process and consents to process being served Process in any such suit, action or proceeding by mailing a copy thereof to may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein on such party as provided in Section 10.8 of the Merger Agreement shall be deemed to limit in any way any right to serve effective service of process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYon such party.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of the Offering Circular, including, without limitation, this Agreement Subscription Agreement, shall be governed by and construed and enforced in accordance with the internal laws of the State of New YorkNevada, without giving effect regard to any choice the principles of conflicts of law or conflict thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of law provision or rule the transactions contemplated by this Subscription Agreement and any documents included within the Offering Circular (whether of brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New Yorkstate and federal courts sitting in Broward County, Florida. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New YorkBroward County, borough of Manhattan, Florida for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinherein (including with respect to the enforcement of any of the documents included within the Offering Circular), 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 any such court, that such suit, action or proceeding is brought in improper or is an inconvenient forum or that the venue of for such suit, action or proceeding is improperproceeding. 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 via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such notices to it under this Subscription Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party hereto shall commence an action or proceeding to enforce any provisions of the documents included within the Offering Circular, then the prevailing party in such action or proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. This choice of forum provision does not preclude or contract the scope of exclusive federal or concurrent jurisdiction for any actions brought under the Securities Act or the Exchange Act and does not apply to claims arising under the federal securities laws. Accordingly, our exclusive forum provision will not relieve us of our duties to comply with the federal securities laws and the rules and regulations thereunder, and you cannot waive our compliance with these laws, rules, and regulations. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH PARTY KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES ANY RIGHT IT MAY HAVEFOREVER TRIAL BY JURY. This Waiver of Jury Trial does not waive compliance with federal securities laws and the rules and regulations promulgated thereunder. Accordingly, AND AGREES NOT TO REQUESTthis Jury Trial Waiver provision will not relieve us of our duties to comply with the federal securities laws and the rules and regulations thereunder, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYand you cannot waive our compliance with these laws, rules, and regulations.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed in accordance with the internal domestic laws of the State of New York, Delaware without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New YorkDelaware. Each party hereby irrevocably hereto 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 any such courtstate or federal court sitting in the State of Delaware, that such suit, in any action or proceeding is brought in an inconvenient forum arising out of or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents relating to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. Each party also agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each party hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Any party may make service shall constitute good on any other party by sending or delivering a copy of the process to the party to be served at the address and sufficient service in the manner provided for the giving of process and notice thereofnotices in Section 8 above. Nothing contained herein in this Section 12, however, shall be deemed affect the right of any party to limit bring any action or proceeding arising out of or relating to this Agreement in any way any right other court or to serve legal process in any other manner permitted by lawlaw or at equity. Each party agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity. EACH PARTY HEREBY OF THE PARTIES HERETO IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY RIGHT IT MAY HAVESUIT, AND AGREES NOT TO REQUESTACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST SUCH PARTY IN RESPECT OF ITS, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HIS OR HER OBLIGATIONS HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning This Agreement, including the constructionvalidity hereof and the rights and obligations of the parties hereunder, validity, enforcement and interpretation of this Agreement shall be construed in accordance with and governed by the internal laws of the State of New York. The Pledgor, without giving effect to any choice the extent that it may lawfully do so, hereby consents to service of law or conflict process, and to be sued, in the State of law provision or rule (whether New York and consents to the jurisdiction of the courts of the State of New York and the United States District Court for the District of New York, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, for the purpose of any suit, action or other proceeding arising out of any other jurisdiction) of its obligations hereunder or with respect to the transactions contemplated hereby, and expressly waives any and all objections it may have as to venue in any such courts. The Pledgor further agrees that would cause the application a summons and complaint commencing an action or proceeding in any of such courts shall be properly served and shall confer personal jurisdiction if served personally or by certified mail to it in accordance with Section 20 hereof or as otherwise provided under the laws of any jurisdiction other than the State of New York. Each party hereby irrevocably submits Nothing in this Agreement shall affect any right the Agent or any Secured Party may otherwise have 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 any such court, that such suit, bring an action or proceeding 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 relating to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service against the Pledgor or its properties in the courts of process and notice thereofany jurisdiction. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY THE PLEDGOR IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY RIGHT IT MAY HAVESUIT, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION ACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST SUCH PLEDGOR IN RESPECT OF ANY DISPUTE ITS OBLIGATIONS HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, York without giving effect regard to any choice the principles of conflicts of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New Yorkthereof. Each party hereto hereby irrevocably submits to the exclusive nonexclusive jurisdiction of the courts of the state of New York and federal courts of the United States of America sitting in the City of New York, borough 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 any such court, that the venue thereof may not be appropriate, that such suit, action or proceeding is brought in an inconvenient forum improper or that this Agreement or any of the venue of documents referred to in this Agreement may not be enforced in or by said courts, and each party hereto irrevocably agrees that all claims with respect to such suit, action or proceeding is impropermay be heard and determined in such a New York state or federal court. 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 in the address for such notices to it under this manner provided in Section 12(b) of the Stock Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Subscription Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictionjurisdictions) that would cause the application of the laws of any jurisdiction jurisdictions other than the State of New York. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of New YorkYork County, borough of Manhattan, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, 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 any such court, that such suit, action or proceeding 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 address for such notices to it under this Subscription Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEEach party hereby irrevocably waives any right it may have, AND AGREES NOT TO REQUESTand agrees not to request, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYa jury trial for the adjudication of any dispute hereunder or in connection with or arising out of this Subscription Agreement or any transaction contemplated hereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS TO THE EXTENT THAT SUCH PRINCIPLES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Each of the constructionparties hereto irrevocably and unconditionally (a) agrees that any legal suit, validity, enforcement and interpretation action or proceeding brought by any party hereto arising out of or based upon this Agreement shall or the transactions contemplated hereby may be governed by the internal laws of the State of New York, without giving effect to brought in any choice of law or conflict of law provision or rule (whether court of the State of New York or any other jurisdiction) that would cause Federal District Court for the application Southern District of New York located in the laws of any jurisdiction other than the City, County and State of New York. Each party hereby irrevocably York (each, a “New York Court”), (b) waives, to the fullest extent that it may effectively do so, any objection that it may now or hereafter have to the laying of venue of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought in a New York Court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of any 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 York Court in any suit, action or proceedingproceeding and (d) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, any claim AND THEREFORE HEREBY WAIVES ANY RIGHT THAT 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 BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies that it is not personally subject to the jurisdiction (i) no representative, agent or attorney of any such courtother party has represented, expressly or otherwise, that such suitother party would not, action or proceeding is brought in an inconvenient forum or that the venue event of litigation, seek to enforce the waiver contained therein, (ii) it understands and has considered the implications of such suitwaiver, action or proceeding is improper. Each party hereby irrevocably waives personal service of process (iii) it makes such waiver voluntarily and consents (iv) it has been induced to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under enter into this Agreement by, among other things, the mutual waivers and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing certifications contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYthis Section 11.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning This Agreement and, unless explicitly provided otherwise therein, each of the constructionother Operative Documents, validityincluding the validity hereof and thereof and the rights and obligations of the parties hereunder and thereunder, enforcement and interpretation of this Agreement all amendments and supplements hereof and thereof and all waivers and consents hereunder and thereunder, shall be construed in accordance with and governed by the internal domestic substantive laws of the State of New York, Illinois without giving effect to any choice of law or conflict conflicts of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the domestic substantive laws of any other jurisdiction. The Company, to the extent that it may lawfully do so, hereby consents to service of process, and to be sued, in the State of Illinois and consents to the jurisdiction of the courts of the State of Illinois and the United States District Court for the Northern District of Illinois, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, for the purpose of any suit, action or other proceeding arising out of any of its obligations hereunder or thereunder or with respect to the transactions contemplated hereby or thereby, and expressly waives any and all objections it may have as to venue in any such courts. The Company further agrees that a summons and complaint commencing an action or proceeding in any of such courts shall be properly served and shall confer personal jurisdiction if served personally or by certified mail to it at its address set forth in section 20 or as otherwise provided under the laws of the State of Illinois. Notwithstanding the foregoing, each of the Company agrees that nothing contained in this section 25 shall preclude the institution of any such suit, action or other proceeding in any jurisdiction other than the State of New YorkIllinois. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, 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 any such court, that such suit, action or proceeding 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 address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY THE COMPANY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY RIGHT SUIT, ACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION IN RESPECT OF ANY DISPUTE ITS OBLIGATIONS HEREUNDER OR IN CONNECTION HEREWITH THEREUNDER OR ARISING OUT OF THIS AGREEMENT THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY TRANSACTION CONTEMPLATED HEREBYTHEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be construed and enforced in accordance with, and the rights of the Parties shall be governed by by, the internal laws of the State of New York, without giving effect to any choice of law or the conflict of law provision laws principles thereof. Each Party agrees that it shall bring any action or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws proceeding in respect of any jurisdiction other than claim arising out of or related to this Agreement in the State of New York. Each party hereby Bankruptcy Court and, solely in connection with claims arising under this Agreement: (i) irrevocably submits to the exclusive jurisdiction and the authority of the state and federal courts sitting Bankruptcy Court, (ii) waives any objection to laying venue in any such action or proceeding in the City of New YorkBankruptcy Court, borough of Manhattanand (iii) waives any objection that the Bankruptcy Court is an inconvenient forum, for does not have jurisdiction over any party, or lacks the adjudication of any dispute hereunder or constitutional authority to enter final orders in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, such action or proceeding. Each Party hereby waives, to the fullest extent permitted by applicable law, any claim right it may have to a trial by jury in any legal proceeding arising out of, or relating to, this Agreement or the transactions contemplated hereby (whether based on contract, tort or any other theory). Each Party (i) certifies that it is not personally subject to the jurisdiction no representative, agent or attorney of any such courtother Party has represented, expressly or otherwise, that such suitother Party would not, action in the event of litigation, seek to enforce the foregoing waiver, and (ii) acknowledges that it and the other Parties have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 10(b). It is understood and agreed that money damages may not be a sufficient remedy for any breach or proceeding is brought in an inconvenient forum or that the venue threatened breach 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 address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein each Party shall be deemed entitled to limit in seek specific performance and injunctive or other equitable relief as a remedy for any way any right such breach or threatened breach by the other to serve process in any manner the extent permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed in all respects, including validity, interpretation and effect, by the internal laws law of the State of New York, without giving effect to any choice regardless of the law or that might be applied under principles of conflict of law provision laws to the extent such principles would require or rule permit the application of the laws of another jurisdiction. Each of the parties hereto irrevocably and unconditionally (whether a) agrees that any legal suit, action or proceeding brought by any party hereto arising out of or based upon this Agreement or the transactions contemplated hereby may be brought in any court of the State of New York or any other jurisdiction) that would cause Federal District Court for the application Southern District of New York located in the laws of any jurisdiction other than the City, County and State of New York. Each party hereby irrevocably York (each, a “New York Court”), (b) waives, to the fullest extent that it may effectively do so, any objection that it may now or hereafter have to the laying of venue of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought in a New York Court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of any 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 York Court in any suit, action or proceedingproceeding and (d) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, any claim AND THEREFORE HEREBY WAIVES ANY RIGHT THAT 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 BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies that it is not personally subject to the jurisdiction (i) no representative, agent or attorney of any such courtother party has represented, expressly or otherwise, that such suitother party would not, action or proceeding is brought in an inconvenient forum or that the venue event of litigation, seek to enforce the waiver contained therein, (ii) it understands and has considered the implications of such suitwaiver, action (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7. No Indemnifying Party shall seek any order of a court or proceeding is improper. Each party hereby irrevocably waives personal service other governmental authority that would prohibit or otherwise interfere with the performance of process any of the Indemnifying Parties’ advancement, indemnification and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it other obligations under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYAgreement.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware. Each of the Parties agrees that if any dispute is not resolved by the internal laws Parties, it shall be resolved only in the Courts of the State of New York sitting in the County of New York or the United States District Court for the Southern District of New York and the appellate courts having jurisdiction of appeals in such courts (collectively, the “Proper Courts”). In that context, and without limiting the generality of the foregoing, each of the Parties irrevocably and unconditionally (a) submits for itself and its property in any action relating to this Agreement or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the Proper, and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such action shall be heard and determined in such Proper Courts; (b) consents that any such action may and shall be brought in the Proper Courts and waives any objection that it may now or thereafter have to the venue or jurisdiction of any such action in any such court or that such action was brought in an inconvenient court and agrees not to plead or claim the same; (c) waives all right to trial by jury in any action (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or any document delivered pursuant to this Agreement, or its performance under or the enforcement of this Agreement or any document delivered pursuant to this Agreement; (d) agrees that service of process in any such action may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address as provided in Section 4.02 of this Agreement; and (e) agrees that nothing in this Agreement or any document delivered pursuant to this Agreement shall affect the right to effect service of process in any other manner permitted by the Laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, 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 any such court, that such suit, action or proceeding 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 address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by by, and construed in accordance with, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictionjurisdictions) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party The parties hereto hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the State of New York and the United States of America, in each case located in the County of New York, for any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates). Consistent with the preceding sentence, each of the parties hereto hereby (i) submits to the exclusive jurisdiction of the state and federal such courts sitting in the City of New York, borough of Manhattan, for the adjudication purpose of any dispute hereunder Action arising out of or relating to this Agreement brought by either party hereto, (ii) agrees that service of process will be validly effected by sending notice in connection herewith or accordance with any transaction contemplated hereby or discussed hereinSection 9(c), (iii) irrevocably waive, and hereby irrevocably waives, and agrees agree not to assert by way of motion, defense, or otherwise, in any suit, action or proceedingsuch Action, any claim that it is not subject personally subject to the jurisdiction of any such courtthe above-named courts, that such suitits property is exempt or immune from attachment or execution, action or proceeding that the Action is brought in an inconvenient forum or forum, that the venue of such suit, action or proceeding the Action is improper. Each party hereby irrevocably waives personal service , or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of process the above named courts, and consents (iv) agrees not to process being served in move to transfer any such suit, action or proceeding by mailing Action to a copy thereof to such party at court other than any of the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawabove-named courts. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVEHAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER UNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF WITH THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9(f).

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by the internal laws of the State state of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New YorkDelaware. Each party hereby The parties irrevocably submits consent to the exclusive jurisdiction of the courts of the state of Delaware and of the federal courts sitting in the City state of New York, borough of Manhattan, for the adjudication of any dispute hereunder or Delaware in connection herewith or with any transaction contemplated hereby or discussed hereinaction relating to this Agreement and each party agrees (a) to the extent such party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such party’s agent for acceptance of legal process, and hereby irrevocably waives(b) that, to the fullest extent permitted by applicable law, service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service, and that service made pursuant to (a) or (b) above shall, to the fullest extent permitted by applicable law, have the same legal force and effect as if served upon such party personally within the State of Delaware. To the extent not prohibited by applicable law, each party hereto waives and agrees not to assert assert, by way of motion, as a defense or otherwise, in any suit, action or proceedingsuch proceeding brought in the above-named courts, any claim that it such party is not subject personally subject to the jurisdiction of any such courtcourts, that such suitparty’s property is exempt or immune from attachment or execution, action or that such proceeding is brought in an inconvenient forum or forum, that the venue of such suitproceeding is improper, or that this Agreement or the subject matter thereof, may not be enforced in or by such courts. Each of the parties hereto hereby irrevocably and unconditionally waives trial by jury in any legal action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents in relation to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in for any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYcounterclaim herein.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of the Offering Circular, including, without limitation, this Agreement Subscription Agreement, shall be governed by and construed and enforced in accordance with the internal laws of the State of New YorkWyoming, without giving effect regard to any choice the principles of conflicts of law or conflict thereof. The Company and Investor agree that all legal proceedings concerning the interpretations, enforcement and defense of law provision or rule the transactions contemplated by this Subscription Agreement and any documents included within the Offering Circular (whether of brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New Yorkstate and federal courts sitting in Cheyenne, Wyoming. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New YorkCheyenne, borough of ManhattanWyoming, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinherein (including with respect to the enforcement of any of the documents included within the Offering Circular), 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 any such court, that such suit, action or proceeding is brought in improper or is an inconvenient forum or that the venue of for such suit, action or proceeding is improperproceeding. 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 via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such notices to it under this Subscription Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEIf any party hereto shall commence an action or proceeding to enforce any provisions of the documents included within the Offering Circular, AND AGREES NOT TO REQUESTthen the prevailing party in such action or proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYpreparation and prosecution of such action or proceeding. In any action, suit or proceeding in any jurisdiction brought by any party against any other party, each of the parties each knowingly and intentionally, to the greatest extent permitted by applicable law, hereby absolutely, unconditionally, irrevocably and expressly waives forever trial by jury.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed in accordance with the internal laws Laws of the State of New YorkDelaware applicable to contracts made and performed entirely within such state, without giving effect regard to any choice applicable conflicts of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) principles that would cause the application of the laws Laws of any jurisdiction other than the State of New York. Each party hereby irrevocably submits another jurisdiction, except to the exclusive jurisdiction extent governed by the Investment Company Act, in which case the latter shall control. The parties hereto agree that any Proceeding brought by any party to enforce any provision of, or based on any matter arising out 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 with, this Agreement or with any transaction the transactions contemplated hereby shall be brought in the Delaware Court of Chancery, or discussed hereinif jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and hereby irrevocably waivesthe appellate courts to which orders and judgments therefore may be appealed (collectively, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject the “Acceptable Courts”). Each of the parties hereto submits to the jurisdiction of any Acceptable Court in any Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby, and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such courtProceeding. Each party hereto irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any Proceeding in any such suit, action Acceptable Court or proceeding is that any such Proceeding brought in any such Acceptable Court has been brought in an inconvenient forum or that the venue of such suitforum. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, action or proceeding is improperAND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. Each party hereby irrevocably waives personal service hereto (a) certifies that no representative of process and consents to process being served in any such suitother party has represented, action expressly or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees otherwise, that such service shall constitute good other party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver, (b) certifies that it makes this waiver voluntarily and sufficient service of process (c) acknowledges that it and notice thereof. Nothing contained herein shall be deemed the other parties hereto have been induced to limit enter into this Agreement, by, among other things, the mutual waiver and certifications in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYthis Section 9.8.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect regard to any choice principles of law or conflict conflicts of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New Yorklaws. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the The City of New York, borough 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 any such court, that such suit, action or proceeding 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 address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE, AND AGREES NOT HAVE TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER LEGAL PROCEEDING DIRECTLY OR IN CONNECTION HEREWITH OR ARISING OUT OF INDIRECTLY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY TRANSACTION CONTEMPLATED HEREBYOTHER THEORY. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, 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.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of the Offering Circular, including, without limitation, this Agreement Subscription Agreement, shall be governed by and construed and enforced in accordance with the internal laws of the State of New YorkColorado, without giving effect regard to any choice the principles of conflicts of law or conflict thereof. The Company and Investor agree that all legal proceedings concerning the interpretations, enforcement and defense of law provision or rule the transactions contemplated by this Subscription Agreement and any documents included within the Offering Circular (whether of brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New Yorkstate and federal courts sitting in Denver, Colorado. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New YorkDenver, borough of ManhattanColorado, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinherein (including with respect to the enforcement of any of the documents included within the Offering Circular), 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 any such court, that such suit, action or proceeding is brought in improper or is an inconvenient forum or that the venue of for such suit, action or proceeding is improperproceeding. 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 via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such notices to it under this Subscription Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEIf any party hereto shall commence an action or proceeding to enforce any provisions of the documents included within the Offering Circular, AND AGREES NOT TO REQUESTthen the prevailing party in such action or proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYpreparation and prosecution of such action or proceeding. In any action, suit or proceeding in any jurisdiction brought by any party against any other party, each of the parties each knowingly and intentionally, to the greatest extent permitted by applicable law, hereby absolutely, unconditionally, irrevocably and expressly waives forever trial by jury.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by by, and construed in accordance with, the internal laws of the State of New YorkDelaware applicable to contracts executed in and to be performed in that State except, without giving effect to any choice of law or conflict of law provision or rule (whether the extent that provisions of the State of New York or any other jurisdiction) that would cause the application HBCA are mandatorily applicable. Each of the laws parties hereto (i) consents to submit itself to the personal jurisdiction of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the Delaware state and federal courts sitting court located in the City city of New York, borough of Manhattan, for the adjudication of Wilmington if any dispute hereunder arises under this Agreement, the ancillary agreements or in connection herewith or with any transaction contemplated hereby or discussed hereinthereby, and (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action, suit or proceeding relating to this Agreement, the ancillary agreements or any transaction contemplated hereby irrevocably waivesor thereby in any court other than any such court, (iv) waives any right to trial by jury with respect to any action, suit or proceeding related to or arising out of this Agreement, the ancillary agreements or any transaction contemplated hereby or thereby, (v) waives any objection to the laying of venue of any action, suit or proceeding arising out this Agreement, the ancillary agreements or any transaction contemplated hereby or thereby in any such court, (vi) waives and agrees not to assert plead or claim that any such action, suit or proceeding brought in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is court has been brought in an inconvenient forum or and (vii) agrees 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 a final judgment in any such suitaction, action suit or proceeding by mailing a copy thereof to in any such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein court shall be deemed to limit conclusive and may be enforced in any way any right to serve process other jurisdiction by suit on the judgment or in any other manner permitted provided by applicable law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning To the constructionmaximum extent permitted by applicable Law, validity, enforcement and interpretation the provisions of this Agreement and the legal relations between the Parties shall be governed by and construed and enforced in accordance with the internal laws Laws of the State of New YorkDelaware, without giving effect regard to any choice principles of law or conflict conflicts of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New Yorklaw. Each party Party hereby irrevocably and unconditionally (a) consents and submits to the exclusive jurisdiction of the any federal or state and federal courts sitting in court located the City of New YorkWilmington, borough Delaware (the “Delaware Courts”) for any actions, suits or proceedings arising out of Manhattan, for or relating to this Agreement or the adjudication of any dispute hereunder or in connection herewith or with any transaction transactions contemplated hereby or discussed herein, and hereby irrevocably waives, by this Agreement (and agrees not to assert commence any litigation relating thereto except in any suit, action or proceeding, such courts and waives any claim that it such Party is not subject personally subject to the jurisdiction of any Delaware Court), (b) waives any objection to the laying of venue of any such courtlitigation in the Delaware Courts and agrees not to plead or claim (by way of a motion, as a defense or otherwise) in any Delaware Court that such suit, action or proceeding is litigation brought therein has been brought in an any inconvenient forum or that the venue of such suitand (c) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, 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 address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT SUCH PARTY MAY HAVE, AND AGREES NOT HAVE TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION IN RESPECT OF ANY DISPUTE HEREUNDER LITIGATION DIRECTLY OR IN CONNECTION HEREWITH INDIRECTLY ARISING OR ARISING OUT OF RELATING TO THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this (a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, may be brought and determined in the United States District Court for the Southern District of New York or any New York State court sitting in New York City and hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. Each 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 parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any suit, action or proceedingproceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 6.08(a), (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such courtcourt or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable law, any claim that such (A) the suit, action or proceeding in such court is brought in an inconvenient forum or that forum, (B) the venue of such suit, action or proceeding is improperimproper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party of the parties hereby irrevocably waives personal agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process and consents to process being served in for any such suit, action suit or proceeding by mailing a copy thereof to such party at the address for such notices to it under in connection with this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYor the transactions contemplated hereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without giving effect regard to any choice the principles of conflicts of law or conflict thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of law provision or rule the transactions contemplated by this Agreement (whether of brought against a party hereto or its respective affiliates, directors, officers, stockholders, partners, members, employees or agents) shall be commenced exclusively in the State of New York or any other jurisdiction) that would cause state and federal courts sitting in the application of the laws of any jurisdiction other than the State City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough Borough of Manhattan, 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 any such court, that such suit, action or proceeding is brought in improper or is an inconvenient forum or that the venue of for such suit, action or proceeding is improperproceeding. 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 via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address for such notices set forth on the signature pages to it under this Agreement (and service so made shall be deemed complete three days after the same has been posted) and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. IN ANY ACTION OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH PARTY KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY FOREVER TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYBY JURY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by by, and construed in accordance with, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictionjurisdictions) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party The parties hereto hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the State of New York and the United States of America, in each case located in the County of New York, for any Action seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party or any of its Affiliates or against any party or any of its Affiliates). Consistent with the preceding sentence, each of the parties hereto hereby (a) submits to the exclusive jurisdiction of the state and federal such courts sitting in the City of New York, borough of Manhattan, for the adjudication purpose of any dispute hereunder Action arising out of or relating to this Agreement brought by either party hereto, (b) agrees that service of process will be validly effected by sending notice in connection herewith or accordance with any transaction contemplated hereby or discussed hereinSection 9.06, (c) irrevocably waive, and hereby irrevocably waives, and agrees agree not to assert by way of motion, defense, or otherwise, in any suit, action or proceedingsuch Action, any claim that it is not subject personally subject to the jurisdiction of any such courtthe above-named courts, that such suitits property is exempt or immune from attachment or execution, action or proceeding that the Action is brought in an inconvenient forum or forum, that the venue of such suit, action or proceeding the Action is improper. Each party hereby irrevocably waives personal service , or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of process the above named courts, and consents (d) agrees not to process being served in move to transfer any such suit, action or proceeding by mailing Action to a copy thereof to such party at court other than any of the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawabove-named courts. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVEHAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER UNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF WITH THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.01.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement This Agreement and interpretation any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect regard to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) principles that would cause result in the application of the laws of any jurisdiction law other than the law of the State of New York. All legal proceedings, claims, suits, actions, demands, disputes or controversies (any of the foregoing, a “Proceeding”) arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York. Each party hereto hereby irrevocably (a) submits to the exclusive jurisdiction of the any state and or federal courts sitting court located in the City of New York, borough of ManhattanNew York, for the adjudication purpose of any dispute hereunder Proceeding arising out of or in connection herewith or with relating to this Agreement brought by any transaction contemplated hereby or discussed herein, party hereto and hereby (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any suit, action or proceedingsuch Proceeding, any claim that it is not subject personally subject to the jurisdiction of any such courtthe above-named courts, that such suitits property is exempt or immune from attachment or execution, action or proceeding that the Proceeding is brought in an inconvenient forum or forum, that the venue of the Proceeding is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any of the above-named courts. Each party agrees that a final judgment in any such suit, Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding is improper. Each party hereby irrevocably waives relating to the transactions contemplated by this Agreement, on behalf of itself or himself, or its or his property, by personal service delivery of copies of such process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the applicable address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereofset forth in Section 3.6. Nothing contained herein in this Section 3.3 shall be deemed to limit in affect the right of any way any right party to serve legal process in any other manner permitted by applicable law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVEHAVE TO A TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER UNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF WITH THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (I) CERTIFIES THAT NO AFFILIATE, AGENT OR REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) 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 3.3.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this (a) This Agreement shall be governed by by, and construed in accordance with, the internal laws Laws of the State of New YorkDelaware applicable to Contracts executed in and to be performed entirely within that State, without giving effect regardless of the Law that might otherwise govern under applicable principles of conflicts of Law thereof. Each of the Parties hereto irrevocably agrees that any legal action or Proceeding with respect to this Agreement and the rights and obligations arising hereunder, shall be brought and determined exclusively in the Delaware Court of Chancery and any choice of law or conflict of law provision or rule (whether of state appellate court therefrom within the State of New York Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the Parties hereto consents to service of process being made upon it through the notice procedures set forth in Section 9.9, irrevocably submits with regard to any such action or 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 action relating to this Agreement or any other jurisdiction) that would cause the application of the laws of transactions contemplated hereby in any jurisdiction court other than the State of New Yorkaforesaid courts. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby Parties hereto irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any suit, action or proceedingProceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 9.7, (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such courtcourt or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable Law, any claim that such (A) the suit, action or proceeding Proceeding in such court is brought in an inconvenient forum or that forum, (B) the venue of such suit, action or proceeding Proceeding is improperimproper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party hereby irrevocably waives personal Party hereto expressly acknowledges that the foregoing waiver is intended to be irrevocable under the Law of the State of Delaware and of the United States of America; provided, however, that each such Party’s consent to jurisdiction and service of process contained in this Section 9.7(a) is solely for the purposes referred to in this Section 9.7(a) and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall not be deemed to limit be a general submission to such courts or in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYthe State of Delaware other than for such purpose.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of the Offering Circular, including, without limitation, this Agreement Subscription Agreement, shall be governed by and construed and enforced in accordance with the internal laws of the State of New YorkNevada, without giving effect regard to any choice the principles of conflicts of law or conflict thereof. The Company and Investor agree that all legal proceedings concerning the interpretations, enforcement and defense of law provision or rule the transactions contemplated by this Subscription Agreement and any documents included within the Offering Circular (whether of brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New Yorkstate and federal courts sitting in Las Vegas, Nevada. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New YorkLas Vegas, borough of ManhattanNevada, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinherein (including with respect to the enforcement of any of the documents included within the Offering Circular), 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 any such court, that such suit, action or proceeding is brought in improper or is an inconvenient forum or that the venue of for such suit, action or proceeding is improperproceeding. 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 via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such notices to it under this Subscription Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEIf any party hereto shall commence an action or proceeding to enforce any provisions of the documents included within the Offering Circular, AND AGREES NOT TO REQUESTthen the prevailing party in such action or proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYpreparation and prosecution of such action or proceeding. In any action, suit or proceeding in any jurisdiction brought by any party against any other party, each of the parties each knowingly and intentionally, to the greatest extent permitted by applicable law, hereby absolutely, unconditionally, irrevocably and expressly waives forever trial by jury.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning This Agreement and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the constructionnegotiation, validity, enforcement and interpretation execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the internal laws of the State of New YorkDelaware, without giving effect to any choice including its statutes of law or conflict of law provision or rule (whether limitations, regardless of the State Laws that might otherwise govern under applicable principles of New York or any other jurisdiction) that would cause conflicts of Laws. To the application extent permitted by Law, each of the laws of any jurisdiction other than the State of New York. Each party parties hereto hereby irrevocably submits to the exclusive jurisdiction of the state Court of Chancery of the State of Delaware, and federal courts the U.S. District Court sitting in the City State 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, Delaware (and hereby irrevocably waives, and agrees not to assert in appellate courts thereof) over any suit, action or proceedingother proceeding brought by any party arising out of or relating to this Agreement, any claim that it is not personally subject to and each of the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party parties hereto hereby irrevocably waives personal service of process and consents agrees that all claims with respect to process being served in any such suit, action or other proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit heard and determined in any way any right to serve process in any manner permitted by lawsuch courts. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT SUCH PARTY MAY HAVE, AND AGREES NOT HAVE TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION IN RESPECT OF ANY DISPUTE HEREUNDER LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY TRANSACTION CONTEMPLATED HEREBYTHEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State Wyoming, without regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the courts sitting in the City of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause (the application of the laws of any jurisdiction other than the State of “New YorkYork City Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the New York City of New York, borough of Manhattan, Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinherein (including with respect to the enforcement of any of the Transaction Documents), 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 any such courtNew York City Courts, that or such suit, action New York City Courts are improper or proceeding is brought in an inconvenient forum or that the venue of for such suit, action or proceeding is improperproceeding. 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 via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEEach party hereto hereby irrevocably waives, AND AGREES NOT TO REQUESTto the fullest extent permitted by applicable law, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYany and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement (a) This Agreement and interpretation of this Agreement any claim or controversy hereunder shall be governed by and construed in accordance with the internal Laws of the State of Delaware without regard to the conflict or choice of laws provisions thereof that would give rise to the application of the domestic substantive law of any other jurisdiction. Each of the parties hereto (a) irrevocably agrees that all actions or proceedings (whether in contract or tort, at law or in equity or otherwise) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) shall be exclusively resolved in the Court of Chancery of the State of Delaware and, if the Court of Chancery of the State of Delaware denies jurisdiction, then the state courts or the Federal courts located in New York County, in the State of New York, without giving effect (b) irrevocably agrees service of process, summons, notice or document by registered mail addressed to them at their respective addresses provided in Section 12 shall be effective service of process against it for any choice of law such action, suit or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting proceeding brought 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 any such court, that such suitand (c) waives, action to the fullest extent permitted by applicable Law, any objection which it may now or proceeding is brought in hereafter have to the laying of venue of, and the defense of an inconvenient forum or that to the venue of maintenance of, any such suitaction, action suit or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suitcourt. Each of the parties hereto hereby agrees that a final judgment in any action, action suit or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit conclusive and may be enforced in other jurisdictions by suit on the judgment or in any way any right to serve process in any other manner permitted provided by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYapplicable Law.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning (a) This letter and all claims or causes of action (whether in tort, contract or otherwise) that may be based upon, arise out of or relate to this letter or the constructionnegotiation, validity, enforcement and interpretation execution or performance of this Agreement letter (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this letter) shall be governed by and construed in accordance with the internal laws of the State of New YorkDelaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New YorkDelaware. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this letter and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this letter and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery, or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware, or, if both the Delaware Court of Chancery and the federal courts within the State of Delaware decline to accept jurisdiction over a particular matter, any other state court within the State of Delaware, and, in each case, any appellate court therefrom. Each party of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the exclusive personal jurisdiction of the state aforesaid courts and federal courts sitting agrees that it will not bring any action relating to this letter or any of the transactions contemplated by this letter in any court other than the City aforesaid courts. Each 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 parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any suit, action or proceedingproceeding with respect to this letter, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 8(a), (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such courtcourt or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable Law, any claim that such (x) the suit, action or proceeding in such court is brought in an inconvenient forum or that forum, (y) the venue of such suit, action or proceeding is improperimproper or (z) this letter, or the subject matter hereof, may not be enforced in or by such courts. Each party hereby irrevocably waives personal of the parties hereto agrees that service of process and consents to process being served upon such party in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit effective if such process is given as a notice in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYaccordance with Section 8.7 of the Merger Agreement.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of the Offering Circular, including, without limitation, this Agreement Subscription Agreement, shall be governed by and construed and enforced in accordance with the internal laws of the State of New YorkDelaware, without giving effect regard to any choice the principles of conflicts of law or conflict thereof. The Company and Investor agree that all legal proceedings concerning the interpretations, enforcement and defense of law provision or rule the transactions contemplated by this Subscription Agreement and any documents included within the Offering Circular (whether of brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New Yorkstate and federal courts sitting in Wilmington, Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New YorkWilmington, borough of ManhattanDelaware, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinherein (including with respect to the enforcement of any of the documents included within the Offering Circular), 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 any such court, that such suit, action or proceeding is brought in improper or is an inconvenient forum or that the venue of for such suit, action or proceeding is improperproceeding. 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 via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such notices to it under this Subscription Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEIf any party hereto shall commence an action or proceeding to enforce any provisions of the documents included within the Offering Circular, AND AGREES NOT TO REQUESTthen the prevailing party in such action or proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYpreparation and prosecution of such action or proceeding. In any action, suit or proceeding in any jurisdiction brought by any party against any other party, each of the parties each knowingly and intentionally, to the greatest extent permitted by applicable law, hereby absolutely, unconditionally, irrevocably and expressly waives forever trial by jury.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this (a) This Agreement shall be governed by by, and construed in accordance with, the internal laws of the State of New YorkDelaware, without giving effect to any choice the principles of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) laws that would cause require the application of the laws law of any jurisdiction other than the State of New Yorkjurisdiction. Each party hereby irrevocably submits agrees and consents to the exclusive jurisdiction of The Chancery Court of the state and federal courts sitting in the City State of Delaware, County of New YorkCastle or, borough if such court does not have jurisdiction over the subject matter of Manhattansuch proceeding or if such jurisdiction is not available, the United States District Court for the District of Delaware, and the appellate courts thereto, for the adjudication purposes of any dispute hereunder action, suit or in connection herewith proceeding arising out of or with any transaction contemplated hereby or discussed hereinrelating to this Agreement, and hereby irrevocably waives, and agrees not to assert assert, as a defense in any suitaction, action suit or proceedingproceeding relating hereto, any claim that it is not personally subject to the such jurisdiction of or that such action, suit or proceeding may not be brought or is not maintainable in such courts; provided that a judgment rendered by any such court may be enforced in any court having competent jurisdiction. Each party irrevocably consents to personal jurisdiction, service and venue in any such court, that such suit, action or proceeding 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 address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY HERETO UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY RIGHT IT MAY HAVELEGAL ACTION, AND AGREES NOT TO REQUESTPROCEEDING, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER CLAIM OR IN CONNECTION HEREWITH OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed in accordance with the internal domestic laws of the State of New York, Delaware without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New YorkDelaware. Each party hereby irrevocably hereto 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 any such courtstate or federal court sitting in the State of Delaware, that such suit, in any action or proceeding is brought in an inconvenient forum arising out of or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents relating to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. Each party also agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each party hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Any party may make service shall constitute good on any other party by sending or delivering a copy of the process to the party to be served at the address and sufficient service in the manner provided for the giving of process and notice thereofnotices in Section 11(i) above. Nothing contained herein in this Section 11(j), however, shall be deemed affect the right of any party to limit bring any action or proceeding arising out of or relating to this Agreement in any way any right other court or to serve legal process in any other manner permitted by lawlaw or at equity. Each party agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY RIGHT IT MAY HAVELITIGATION, AND AGREES NOT ACTION, PROCEEDING, CROSS-CLAIM, OR COUNTERCLAIM IN ANY COURT (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF, RELATING TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF WITH (I) THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYTHE VALIDITY, PERFORMANCE, INTERPRETATION, COLLECTION OR ENFORCEMENT HEREOF OR (II) THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, AUTHORIZATION, EXECUTION, DELIVERY, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement enforcement, and interpretation of this Agreement shall be governed by the internal laws of the State state of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State state of New York or any other jurisdictionjurisdictions) that would cause the application of the laws of any jurisdiction jurisdictions other than the State state of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City 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 action, or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action action, or proceeding is brought in an inconvenient forum or that the venue of such suit, action 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 action, or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Wyoming, without regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the courts sitting in the City of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause (the application of the laws of any jurisdiction other than the State of “New YorkYork City Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the New York City of New York, borough of Manhattan, Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinherein (including with respect to the enforcement of any of the Transaction Documents), 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 any such courtNew York City Courts, that or such suit, action New York City Courts are improper or proceeding is brought in an inconvenient forum or that the venue of for such suit, action or proceeding is improperproceeding. 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 via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEEach party hereto hereby irrevocably waives, AND AGREES NOT TO REQUESTto the fullest extent permitted by applicable law, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYany and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This ------------------------------------------------- Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, York without giving effect regard to any choice the principles of conflicts of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New Yorkthereof. Each party hereto hereby irrevocably submits to the exclusive nonexclusive jurisdiction of the courts of the state of New York and federal courts of the United States of America sitting in the City of New York, borough 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 any such court, that the venue thereof may not be appropriate, that such suit, action or proceeding is brought in an inconvenient forum improper or that this Agreement or any of the venue of documents referred to in this Agreement may not be enforced in or by said courts, and each party hereto irrevocably agrees that all claims with respect to such suit, action or proceeding is impropermay be heard and determined in such a New York state or federal court. 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 in the address for such notices to it under this manner provided in Section 12(b) of the Stock Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed in accordance with the internal laws Law of the State of New York, Delaware without giving effect to any choice the principles of conflicts of law thereof or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) jurisdiction that would cause result in the application of the laws Law of any jurisdiction other than the State of New Yorkjurisdiction. Each party of the parties hereby irrevocably submits submit to the exclusive jurisdiction of the state and Court of Chancery of the State of Delaware, or if that court does not have jurisdiction, a federal courts court sitting in Wilmington, Delaware, or if such federal court does not have jurisdiction, any court of the City State of New YorkDelaware having jurisdiction in respect of the interpretation and enforcement of the provisions of this Agreement, borough and in respect of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction transactions contemplated hereby or discussed hereinhereby, and hereby irrevocably waiveswaive, and agrees agree not to assert assert, as a defense in any suitProceeding for the interpretation or enforcement hereof or thereof, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, thereto or that such suit, action Proceeding may not be brought or proceeding is brought not maintainable in an inconvenient forum said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties irrevocably agree that all claims with respect to such Proceeding shall be heard and determined in such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service parties and over the subject matter of such dispute and agree that mailing of process and consents to process being served or other papers in connection with any such suitProceeding in the manner provided in Section 4.1 or in such other manner as may be permitted by applicable Law, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good be valid and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY OF THE PARTIES HERETO HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVETO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER TORT OR IN CONNECTION HEREWITH OR OTHERWISE) ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY OR THE ACTIONS OF PARENT, SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, applicable to agreements made and to be performed entirely within such State, without giving effect regard to any choice of law or the conflict of law provision laws principles thereof. Any disputes or rule (whether claims arising out of or in connection with this Agreement and the transactions contemplated or documents required hereby shall be submitted to the exclusive jurisdiction of the courts of the State of New York or any other jurisdiction) that would cause and the application federal courts of the laws United States of any jurisdiction other than America located in the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City , County of New York, borough and appropriate appellate courts therefrom. Each of Manhattanthe Parties hereto acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues, for 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 or relating to this Agreement or the adjudication transactions contemplated by this Agreement. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection which they may now or hereafter have to the laying of venue of any dispute hereunder arising out of or relating to this Agreement or any of the transactions contemplated hereby brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in connection herewith or with any transaction other manner provided by Law. This consent to jurisdiction is being given solely for purposes of this Agreement and the transactions contemplated hereby or discussed hereinhereunder, and hereby irrevocably waivesis not intended to, and agrees not shall not, confer consent to assert jurisdiction with respect to any other dispute in any suit, action or proceeding, any claim that it is not personally subject which a Party to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improperthis Agreement may become involved. Each party of the Parties hereto hereby irrevocably waives personal service of process and consents to process being served by any Party to this Agreement in any such suit, action action, or proceeding of the nature specified in this Section 10.05 by the mailing of a copy thereof to such party at in the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service manner specified by the provisions of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYSection 10.01.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of the Offering Circular, including, without limitation, this Agreement Subscription Agreement, shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without giving effect regard to any choice the principles of conflicts of law or conflict thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of law provision or rule the transactions contemplated by this Subscription Agreement and any documents included within the Offering Circular (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New YorkAsheville, North Carolina. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New YorkAsheville, borough of Manhattan, North Carolina for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinherein (including with respect to the enforcement of any of the documents included within the Offering Circular), 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 any such court, that such suit, action or proceeding is brought in improper or is an inconvenient forum or that the venue of for such suit, action or proceeding is improperproceeding. 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 via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such notices to it under this Subscription Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party hereto shall commence an action or proceeding to enforce any provisions of the documents included within the Offering Circular, then the prevailing party in such action or proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH PARTY KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY FOREVER TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYBY JURY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Any legal suit, action or proceeding arising out of or based upon this Indenture or the construction, validity, enforcement and interpretation of this Agreement shall transactions contemplated hereby may be governed by instituted in the internal laws federal courts of the State United States of America located in the City of New York, without giving effect to any choice of law York or conflict of law provision or rule (whether the courts of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in each case located in the City of New YorkYork (collectively, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein“Specified Courts”), and hereby each party irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject submits to the non-exclusive jurisdiction of any such court, that such suit, action or proceeding 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 courts in any such suit, action or proceeding proceeding. Service of any process, summons, notice or document by mailing a copy thereof mail (to the extent allowed under any applicable statute or rule of court) to such party at the party’s address for such notices to it under this Agreement and agrees that such service set forth above shall constitute good and sufficient be effective service of process and notice thereof. Nothing contained herein shall be deemed to limit for any suit, action or other proceeding brought in any way such court. The Company, the Trustee, the Collateral Agent and the Holders (by their acceptance of the Notes) each hereby irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim any such suit, action or other proceeding has been brought in an inconvenient forum. The Company, the Trustee, the Collateral Agent and the Holders (by their acceptance of the Notes) each hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to serve process trial by jury in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVElegal proceeding arising out of or relating to this Indenture, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYthe Notes or the transactions contemplated hereby or thereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the constructionThis Agreement, validityand all claims or causes of action based upon, enforcement and interpretation of arising out of, or related to this Agreement or the transactions contemplated hereby, shall be governed by by, and construed in accordance with, the internal laws Laws of the State of New YorkDelaware, without giving effect to any choice principles or rules of law or conflict of law provision laws to the extent such principles or rule (whether of the State of New York rules would require or any other jurisdiction) that would cause permit the application of Laws of another jurisdiction. Any action based upon, arising out of or related to this Agreement or the laws transactions contemplated hereby may be brought in the United States District Court for the District of any jurisdiction other than Delaware or, if such court does not have jurisdiction, the State Delaware state courts located in Wilmington, Delaware, and each of New York. Each party hereby the parties irrevocably submits to the exclusive jurisdiction of each such court in any such action, waives any objection it may now or hereafter have to personal jurisdiction, venue or convenience of forum, agrees that all claims in respect of the state action shall be heard and federal courts sitting determined only 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 waivessuch court, and agrees not to assert bring any action arising out of or relating to this Agreement or the transactions contemplated hereby in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such other court, that such suit, action or proceeding 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 address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing herein contained herein shall be deemed to limit in affect the right of any way any right party to serve process in any manner permitted by lawLaw or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action brought pursuant to this paragraph. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVETO TRIAL BY JURY IN ANY ACTION BASED UPON, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of the Offering Circular, including, without limitation, this Agreement Subscription Agreement, shall be governed by and construed and enforced in accordance with the internal laws of the State of New YorkWyoming, without giving effect regard to any choice the principles of conflicts of law or conflict thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of law provision or rule the transactions contemplated by this Subscription Agreement and any documents included within the Offering Circular (whether of brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New Yorkstate and federal courts sitting in Broward County, Florida. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New YorkBroward County, borough of Manhattan, Florida for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinherein (including with respect to the enforcement of any of the documents included within the Offering Circular), 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 any such court, that such suit, action or proceeding is brought in improper or is an inconvenient forum or that the venue of for such suit, action or proceeding is improperproceeding. 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 via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such notices to it under this Subscription Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party hereto shall commence an action or proceeding to enforce any provisions of the documents included within the Offering Circular, then the prevailing party in such action or proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. This choice of forum provision does not preclude or contract the scope of exclusive federal or concurrent jurisdiction for any actions brought under the Securities Act or the Exchange Act and does not apply to claims arising under the federal securities laws. Accordingly, our exclusive forum provision will not relieve us of our duties to comply with the federal securities laws and the rules and regulations thereunder, and you cannot waive our compliance with these laws, rules, and regulations. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH PARTY KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES ANY RIGHT IT MAY HAVEFOREVER TRIAL BY JURY. This Waiver of Jury Trial does not waive compliance with federal securities laws and the rules and regulations promulgated thereunder. Accordingly, AND AGREES NOT TO REQUESTthis Jury Trial Waiver provision will not relieve us of our duties to comply with the federal securities laws and the rules and regulations thereunder, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYand you cannot waive our compliance with these laws, rules, and regulations.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the constructionThis Award Agreement and all claims, validitycauses of action or proceedings (whether in contract, enforcement and interpretation in tort, at law or otherwise) that may be based upon, arise out of or relate to this Award Agreement shall be governed by the internal laws of the State of New YorkDelaware, without giving effect to excluding any choice of conflicts or choice-of-law rule or conflict of law provision principle that might otherwise refer construction or rule (whether interpretation of the State Award Agreement to the substantive law of New York or any other another jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party to this Award Agreement agrees that it shall bring all claims, causes of action and proceedings (whether in contract, in tort, at law or otherwise) that may be based upon, arise out of or be related to the Award Agreement 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 claim, cause of action or proceeding, exclusively in the United States District Court for the District of Delaware (the “Chosen Court”) and hereby (i) irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting Chosen Court, (ii) waives any objection to laying venue in any such proceeding in the City of New YorkChosen Court, borough of Manhattan, for (iii) waives any objection that 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 Chosen Court is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or does not have jurisdiction over any party and (iv) agrees 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 upon such party in any such suit, claim or cause of action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit effective if notice is given in any way any right to serve process in any manner permitted by lawaccordance with this Award Agreement. EACH PARTY HEREBY OF THE PARTIES HERETO IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY RIGHT IT MAY HAVECLAIM OR CAUSE OF ACTION (WHETHER IN CONTRACT, AND AGREES NOT TO REQUESTIN TORT, A JURY TRIAL FOR THE ADJUDICATION AT LAW OR OTHERWISE) INSTITUTED BY OR AGAINST SUCH PARTY IN RESPECT OF ANY DISPUTE HEREUNDER ITS, HIS OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYHER OBLIGATIONS HEREUNDER.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning To the constructionmaximum extent permitted by applicable law, validity, enforcement and interpretation the provisions of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New YorkDelaware, without giving effect regard to any choice principles of law or conflict of law provision or rule laws. Each of the Parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the Parties hereto irrevocably and unconditionally confirms and agrees (whether i) that it is and shall continue to be subject to the jurisdiction of the courts of the State of New York or any other jurisdiction) that would cause the application Delaware and of the laws of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City State 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 hereinDelaware, and hereby irrevocably waives, and agrees not (ii)(A) to assert in any suit, action or proceeding, any claim the extent that it such party is not personally otherwise subject to the jurisdiction of any such court, that such suit, action or proceeding 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 in the State of Delaware, to appoint and consents maintain an agent in the State of Delaware as such party’s agent for acceptance of legal process and notify the other Parties hereto of the name and address of such agent, and (B) to process being served in any such suitthe fullest extent permitted by law, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the U.S. Postal Service constituting evidence of valid service, and notice thereof. Nothing contained herein shall be deemed that, to limit in any way any right to serve process in any manner the fullest extent permitted by applicable law, service made pursuant to (ii)(A) or (B) above shall have the same legal force and effect as if served upon such party personally within the State of Delaware. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES AND UNCONDITIONALLY (A) CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY RIGHT IT MAY HAVEFEDERAL OR STATE COURT LOCATED IN THE STATE OF DELAWARE, INCLUDING THE DELAWARE COURT OF CHANCERY IN AND FOR NEW CASTLE COUNTY (THE “DELAWARE COURTS”) FOR ANY ACTIONS, SUITS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (AND AGREES NOT TO REQUESTCOMMENCE ANY LITIGATION RELATING THERETO EXCEPT IN SUCH COURTS), A JURY TRIAL FOR (B) WAIVES ANY OBJECTION TO THE ADJUDICATION LAYING OF VENUE OF ANY DISPUTE HEREUNDER SUCH LITIGATION IN THE DELAWARE COURTS AND AGREES NOT TO PLEAD OR CLAIM IN CONNECTION HEREWITH ANY DELAWARE COURT THAT SUCH LITIGATION BROUGHT THEREIN HAS BEEN BROUGHT IN ANY INCONVENIENT FORUM AND (C) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS 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 ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBYBY THIS AGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be construed and enforced in accordance with, and the rights of the Parties shall be governed by by, the internal laws of the State of New York, without giving effect to any choice of law or the conflict of law provision laws principles thereof. Each Party agrees that it shall bring any action or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws proceeding in respect of any jurisdiction other than claim arising out of or related to this Agreement in the State of New York. Each party hereby Bankruptcy Court and, solely in connection with claims arising under this Agreement: (i) irrevocably submits to the exclusive jurisdiction and the authority of the state and federal courts sitting Bankruptcy Court, (ii) waives any objection to laying venue in any such action or proceeding in the City of New YorkBankruptcy Court, borough of Manhattanand (iii) waives any objection that the Bankruptcy Court is an inconvenient forum, for does not have jurisdiction over any party, or lacks the adjudication of any dispute hereunder or constitutional authority to enter final orders in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, such action or proceeding. Each Party hereby waives, to the fullest extent permitted by applicable law, any claim right it may have to a trial by jury in any legal proceeding arising out of, or relating to, this Agreement or the transactions contemplated hereby (whether based on contract, tort or any other theory). Each Party (x) certifies that it is not personally subject to the jurisdiction no representative, agent or attorney of any such courtother Party has represented, expressly or otherwise, that such suitother Party would not, action in the event of litigation, seek to enforce the foregoing waiver, and (y) acknowledges that it and the other Parties have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 11.9. It is understood and agreed that money damages may not be a sufficient remedy for any breach or proceeding is brought in an inconvenient forum or that the venue threatened breach 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 address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein each Party shall be deemed entitled to limit in seek specific performance and injunctive or other equitable relief as a remedy for any way any right such breach or threatened breach by the other to serve process in any manner the extent permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Subscription Agreement shall be governed by the internal laws of the State of New YorkCalifornia, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York California or any other jurisdictionjurisdictions) that would cause the application of the laws of any jurisdiction jurisdictions other than the State of New YorkCalifornia. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of New YorkLos Angeles County, borough of Manhattan, California 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 any such court, that such suit, action or proceeding 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 address for such notices to it under this Subscription Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEEach party hereby irrevocably waives any right it may have, AND AGREES NOT TO REQUESTand agrees not to request, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYa jury trial for the adjudication of any dispute hereunder or in connection with or arising out of this Subscription Agreement or any transaction contemplated hereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning To the constructionmaximum extent permitted by applicable Law, validity, enforcement and interpretation the provisions of this Agreement shall be governed by and construed and enforced in accordance with the internal laws Laws of the State of New YorkDelaware, without giving effect regard to any choice principles of law or conflict conflicts of law provision or rule law. Each of the parties hereto agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (whether a) subject to the jurisdiction of the courts of the State of New York or any other jurisdiction) that would cause the application Delaware and of the laws of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City State 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 hereinDelaware, and (b) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably waivesand unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, if the Delaware Court of Chancery declines to accept jurisdiction over any matter, any federal or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to assert commence any litigation relating thereto except in such courts), (ii) waives any suit, action or proceeding, any claim that it is not personally subject objection to the jurisdiction laying of venue of any such court, litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such suitlitigation brought therein has been brought in any inconvenient forum, (c) acknowledges and agrees that any controversy that may arise under this 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 or relating to this Agreement or the transactions contemplated by this Agreement, and (d) agrees to service of process upon such party in any such action or proceeding 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 address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit effective if such process is given as a notice in any way any right to serve process accordance with Section 8.1 or in any manner permitted prescribed by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYthe Laws of the State of Delaware.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement the Exchange Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New YorkDelaware, without giving effect regard to any choice the principles of conflicts of law or conflict thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of law provision or rule the transactions contemplated by this Agreement and any other Exchange Documents (whether of brought against a party hereto or its respective affiliates, directors, officers, stockholders, partners, members, employees or agents) shall be commenced exclusively in the State state and federal courts sitting in the County of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New YorkCastle. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City State of New York, borough of Manhattan, Delaware for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinherein (including with respect to the enforcement of any of the Exchange Documents), 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 any such court, that such suit, action or proceeding is brought in improper or is an inconvenient forum or that the venue of for such suit, action or proceeding is improperproceeding. 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 via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH PARTY KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY FOREVER TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYBY JURY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the constructionThis Agreement, validityand all claims or causes of action based upon, enforcement and interpretation of arising out of, or related to this Agreement Agreement, shall be governed by by, and construed in accordance with, the internal laws of the State of New YorkDelaware, without giving effect to any choice principles or rules of law or conflict of law provision laws to the extent such principles or rule (whether of the State of New York rules would require or any other jurisdiction) that would cause permit the application of the laws of any jurisdiction other than another jurisdiction. Any action based upon, arising out of or related to this Agreement or the State actions contemplated hereby may be brought in the United States District Court for the District of New York. Each party hereby Delaware or, if such court does not have jurisdiction, the Delaware state courts located in Wilmington, Delaware, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such action, waives any objection it may now or hereafter have to personal jurisdiction, venue or convenience of forum, agrees that all claims in respect of the state action shall be heard and federal courts sitting determined only 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 waivessuch court, and agrees not to assert bring any action arising out of or relating to this Agreement or the actions contemplated hereby in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such other court, that such suit, action or proceeding 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 address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing herein contained herein shall be deemed to limit in affect the right of any way any right party to serve process in any manner permitted by lawapplicable law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action brought pursuant to this paragraph. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVETO TRIAL BY JURY IN ANY ACTION BASED UPON, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF OR RELATED TO THIS SPONSOR AGREEMENT OR ANY TRANSACTION THE ACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of the Offering Circular, including, without limitation, this Agreement Subscription Agreement, shall be governed by and construed and enforced in accordance with the internal laws of the State of New YorkNevada, without giving effect regard to any choice the principles of conflicts of law or conflict thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of law provision or rule the transactions contemplated by this Subscription Agreement and any documents included within the Offering Circular (whether of brought against a party hereto or its respective affiliates, directors, officers, unit-holders, partners, members, employees or agents) shall be commenced exclusively in the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New Yorkstate and federal courts sitting in Reno, Nevada. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New Yorkand for Reno, borough of Manhattan, Nevada for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinherein (including with respect to the enforcement of any of the documents included within the Offering Circular), 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 any such court, that such suit, action or proceeding is brought in improper or is an inconvenient forum or that the venue of for such suit, action or proceeding is improperproceeding. 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 via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such notices to it under this Subscription Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party hereto shall commence an action or proceeding to enforce any provisions of the documents included within the Offering Circular, then the prevailing party in such action or proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH PARTY KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY FOREVER TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYBY JURY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed in accordance with the internal laws Laws of the State of New YorkDelaware applicable to Contracts made and performed entirely within such state, without giving effect regard to any choice applicable conflicts of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) principles that would cause the application of the laws Laws of another jurisdiction, except to the extent governed by the Investment Company Act, in which case the Investment Company Act shall control. The parties hereto agree that any jurisdiction other than Proceeding brought by any party to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the Transactions shall be brought in the Court of Chancery of the State of New YorkDelaware, or if jurisdiction over the matter is vested exclusively in federal courts, the federal courts in the state of Delaware and the appellate courts to which orders and judgments therefore may be appealed (collectively, the “Acceptable Courts”). Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject parties hereto submits to the jurisdiction of any Acceptable Court in any Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the Transactions and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such courtProceeding. Each party hereto irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any Proceeding in any such suit, action Acceptable Court or proceeding is that any such Proceeding brought in any such Acceptable Court has been brought in an inconvenient forum or that the venue of such suitforum. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, action or proceeding is improperAND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. Each party hereby irrevocably waives personal service hereto (a) certifies that no representative of process and consents to process being served in any such suitother party has represented, action expressly or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees otherwise, that such service shall constitute good other party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver, (b) certifies that it makes this waiver voluntarily and sufficient service of process (c) acknowledges that it and notice thereof. Nothing contained herein shall be deemed the other parties hereto have been induced to limit enter into this Agreement, by, among other things, the mutual waiver and certifications in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYthis Section 11.6.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, USA, without giving effect regard to any choice the conflicts of law or conflict of law provision or rule (whether of laws principals thereof. Any action brought by either party against the State other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or any other jurisdiction) that would cause in the application of federal courts located in the laws of any jurisdiction other than the State state and county of New York. Each party The parties to this Agreement hereby irrevocably submits waive any objection to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication venue of any dispute action instituted hereunder and shall not assert any defense based on lack of jurisdiction or in connection herewith venue 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 any such court, that such suit, action or proceeding is brought in an inconvenient based upon forum or that the venue of such suit, action or proceeding is impropernon conveniens. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding in connection with this Agreement by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed in accordance with the internal laws Law of the State of New York, Delaware without giving effect to any choice the principles of conflicts of law thereof or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) jurisdiction that would cause result in the application of the laws Law of any jurisdiction other than the State of New Yorkjurisdiction. Each party of the parties hereby irrevocably submits submit to the exclusive jurisdiction of the state and Court of Chancery of the State of Delaware, or if that court does not have jurisdiction, a federal courts court sitting in Wilmington, Delaware, or if such federal court does not have jurisdiction, any court of the City State of New YorkDelaware having jurisdiction in respect of the interpretation and enforcement of the provisions of this Agreement, borough and in respect of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction transactions contemplated hereby or discussed hereinhereby, and hereby irrevocably waiveswaive, and agrees agree not to assert assert, as a defense in any suitProceeding for the interpretation or enforcement hereof or thereof, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, thereto or that such suit, action Proceeding may not be brought or proceeding is brought not maintainable in an inconvenient forum said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties irrevocably agree that all claims with respect to such Proceeding shall be heard and determined in such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service parties and over the subject matter of such dispute and agree that mailing of process and consents to process being served or other papers in connection with any such suitProceeding in the manner provided in Section 4.1 or in such other manner as may be permitted by applicable Law, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good be valid and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY OF THE PARTIES HERETO HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVETO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER TORT OR IN CONNECTION HEREWITH OR OTHERWISE) ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY OR THE ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by by, construed and enforced in accordance with the internal laws of the State of New York without regard to the conflict of laws principles thereof. Any action, litigation, claim or other legal proceeding (a “Proceeding”) arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York (or in any other jurisdictionappellate court thereof) that would cause (the application of the laws of any jurisdiction other than the State of New York“Specified Courts”). Each party hereto (and Reebonz to the extent of its third party beneficiary rights) hereby irrevocably (a) submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, any Specified Court for the adjudication purpose of any dispute hereunder Proceeding arising out of or in connection herewith or with any transaction contemplated hereby or discussed herein, relating to this Agreement and hereby (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any suit, action or proceedingsuch Proceeding, any claim that it is not subject personally subject to the jurisdiction of any such courtthe above-named courts, that such suitits property is exempt or immune from attachment or execution, action or proceeding that the Proceeding is brought in an inconvenient forum or forum, that the venue of such suit, action or proceeding the Proceeding is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party hereby (and Reebonz to the extent of its third party beneficiary rights) agrees that a final judgment in any Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably waives personal consents to the service of the summons and complaint and any other process and consents to process being served in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such suit, action or proceeding by mailing a copy thereof process to such party at the applicable address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereofset forth in Section 13. Nothing contained herein in this Section 17 shall be deemed to limit in affect the right of any way any right party to serve legal process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEEach party hereto (and Reebonz to the extent of its third party beneficiary rights) hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any Proceeding directly or indirectly arising out of, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYunder or in connection with this Agreement or the transactions contemplated hereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, USA, without giving effect regard to any choice the conflicts of law or conflict of law provision or rule (whether of laws principals thereof. Any action brought by either party against the State other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or any other jurisdiction) that would cause in the application of the laws of any jurisdiction other than federal courts located in New York County, in the State of New York. Each party The parties to this Agreement hereby irrevocably submits waive any objection to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication venue of any dispute action instituted hereunder and shall not assert any defense based on lack of jurisdiction or in connection herewith venue 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 any such court, that such suit, action or proceeding is brought in an inconvenient based upon forum or that the venue of such suit, action or proceeding is impropernon conveniens. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding in connection with this Agreement by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning a. THIS LIMITED GUARANTEE 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 CONFLICTS OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The parties hereby irrevocably submit to the construction, validity, enforcement and interpretation personal jurisdiction of this Agreement shall be governed by the internal laws Court of Chancery of the State of New YorkDelaware or, without giving effect to any choice if such Court of law or conflict of law provision or rule (whether Chancery shall lack subject matter jurisdiction, the federal courts of the State United States of America located in the County of New York or any other jurisdiction) that would cause the application Castle, Delaware, solely in respect of the laws of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction interpretation and enforcement of the state provisions of (and federal courts sitting any claim or cause of action arising under or relating to) this letter and of the documents referred to in this letter, and in respect of the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction transactions contemplated hereby or discussed hereinhereby, and hereby irrevocably waiveswaive, and agrees agree not to assert assert, as a defense in any suitaction, action suit or proceedingproceeding for the interpretation or enforcement hereof or of any such document, any claim that it is not personally subject to the jurisdiction of any such court, thereto or that such suitaction, action suit or proceeding may not be brought or is brought not maintainable in an inconvenient forum said courts or that the venue thereof may not be appropriate or that this letter or any such document may not be enforced in or by such courts, and the parties irrevocably agree that all claims relating to such action, proceeding or transactions shall be heard and determined in such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such suitparties 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 is improper. Each party hereby irrevocably waives personal service in the manner provided in Section 7 of process and consents to process being served this Limited Guarantee or Section 9.7 of the Merger Agreement or in any such suit, action or proceeding other manner as may be permitted by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service Law shall constitute good be valid and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Any legal suit, action or proceeding arising out of or based upon this Indenture or the construction, validity, enforcement and interpretation of this Agreement shall transactions contemplated hereby may be governed by instituted in the internal laws federal courts of the State United States of America located in the City of New York, without giving effect to any choice of law York or conflict of law provision or rule (whether the courts of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in each case located in the City of New YorkYork (collectively, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein“Specified Courts”), and hereby each party irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject submits to the non-exclusive jurisdiction of any such court, that such suit, action or proceeding 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 courts in any such suit, action or proceeding proceeding. Service of any process, summons, notice or document by mailing a copy thereof mail (to the extent allowed under any applicable statute or rule of court) to such party at the party’s address for such notices to it under this Agreement and agrees that such service set forth above shall constitute good and sufficient be effective service of process and notice thereof. Nothing contained herein shall be deemed to limit for any suit, action or other proceeding brought in any way such court. The Company, the Trustee and the Holders (by their acceptance of the Notes) each hereby irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim any such suit, action or other proceeding has been brought in an inconvenient forum. The Company, the Trustee and the Holders (by their acceptance of the Notes) each hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to serve process trial by jury in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVElegal proceeding arising out of or relating to this Indenture, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYthe Notes or the transactions contemplated hereby or thereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning This Agreement and its negotiation, execution, performance or non-performance, interpretation, termination, construction and all claims or causes of action (whether in contract, in tort, at law or otherwise) that may be based upon, arise out of, or relate to this Agreement, or the constructiontransactions contemplated hereby (including any claim or cause of action based upon, validityarising out of or related to any representation or warranty made in connection with this Agreement or as an inducement to enter this Agreement), enforcement shall be exclusively governed by, and interpretation construed in accordance with, the Laws of the State of Delaware regardless of Laws that might otherwise govern under any applicable conflict of Laws principles. Any Proceeding based upon, arising out of, or related to this Agreement and its negotiation, execution, performance, non-performance, interpretation, termination, construction or the transactions contemplated hereby shall be heard and determined in the Court of Chancery in the City of Wilmington, New Castle County, Delaware or, in the event such court lacks subject matter jurisdiction, the United States District Court sitting in Wilmington, Delaware or, in the event such federal district court lacks subject matter jurisdiction, then in the Superior Court in the City of Wilmington, New Castle County, Delaware. The parties hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Proceeding and irrevocably and unconditionally waive the defense of an inconvenient forum, or lack of jurisdiction to the maintenance of any such Proceeding. The consents to jurisdiction and venue set forth herein shall not 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 18 and shall not be deemed to confer rights on any Person other than the parties. Each party agrees that the service of process upon such party in any Proceeding arising out of or relating to this Agreement shall be governed effective if notice is given by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, 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 any such court, that such suit, action or proceeding 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 overnight courier at the address for such notices set forth in Section 18(b). Each of the parties also agrees that any final, non-appealable judgment against a party in connection with any Proceeding arising out of or relating to it under this Agreement shall be conclusive and agrees binding on such party and that such service shall constitute good and sufficient service award or judgment may be enforced in any court of process and notice thereofcompetent jurisdiction, either within or outside of the United States. Nothing contained herein A certified or exemplified copy of such award or judgment shall be deemed to limit in any way any right to serve process in any manner permitted by lawconclusive evidence of the fact and amount of such award or judgment. EACH PARTY TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT WAIVE THEIR RESPECTIVE RIGHTS TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER PROCEEDING (WHETHER IN CONTRACT, IN TORT, AT LAW OR IN CONNECTION HEREWITH OR OTHERWISE) BASED UPON, ARISING OUT OF OF, OR RELATED TO THIS AGREEMENT OR ANY TRANSACTION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THE PARTIES ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. THE PARTIES 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. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning To the constructionmaximum extent permitted by applicable Law, validity, enforcement and interpretation the provisions of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New YorkDelaware, without giving effect regard to any choice principles of law or conflict conflicts of law provision or rule law. Each of the parties hereto agrees that this Agreement involves at least U.S.$100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (whether i) subject to the jurisdiction of the courts of the State of New York or any other jurisdiction) that would cause the application Delaware and of the laws of any jurisdiction other than federal courts sitting in the State of New YorkDelaware, and (ii) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (a) consents and submits to the exclusive jurisdiction of the any federal or state and federal courts sitting court located in the City State of Delaware, including the Delaware Court of Chancery in and for New YorkCastle County (the “Delaware Courts”) for any actions, borough suits or proceedings arising out of Manhattan, for or relating to this Agreement or the adjudication of any dispute hereunder or in connection herewith or with any transaction transactions contemplated hereby or discussed herein, and hereby irrevocably waives, by this Agreement (and agrees not to assert commence any litigation relating thereto except in such courts), (b) waives any suit, action or proceeding, any claim that it is not personally subject objection to the jurisdiction laying of venue of any such court, litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such suit, action or proceeding is litigation brought therein has been brought in an any inconvenient forum or and (c) acknowledges and agrees that the venue of any controversy which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such suit, action or proceeding is improper. Each party hereby irrevocably and unconditionally waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to right such party at the address for such notices may have to it under a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted or the transactions contemplated by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYthis Agreement.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Subscription Agreement shall be governed by the internal laws of the State of New YorkIowa, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York Iowa or any other jurisdictionjurisdictions) that would cause the application of the laws of any jurisdiction jurisdictions other than the State of New YorkIowa. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of New YorkPolk County, borough of Manhattan, Iowa 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 any such court, that such suit, action or proceeding 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 address for such notices to it under this Subscription Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEEach party hereby irrevocably waives any right it may have, AND AGREES NOT TO REQUESTand agrees not to request, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYa jury trial for the adjudication of any dispute hereunder or in connection with or arising out of this Subscription Agreement or any transaction contemplated hereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Amendment and/or the Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without giving effect regard to any choice the principles of conflicts of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New Yorkthereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Amendment and/or the Agreement shall be commenced in the United States District Court for the Northern District of Maryland or any state court located in Baltimore, Maryland (the "Applicable Courts"). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, Applicable Courts for the adjudication of any dispute hereunder this under this Amendment and/or the Agreement or in connection herewith with this Amendment and/or the Agreement or with any transaction contemplated hereby by this Amendment and/or the Agreement or discussed hereinin this Amendment and/or the Agreement, 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 any such court, that or such suit, action Applicable Courts are improper or proceeding is brought in an inconvenient forum or that the venue of for such suit, action or proceeding is improperproceeding. 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 via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such notices to it under this Agreement Amendment and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEEach party hereto hereby irrevocably waives, AND AGREES NOT TO REQUESTto the fullest extent permitted by applicable law, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYany and all right to trial by jury in any legal proceeding arising out of or relating to this Amendment and/or the Agreement.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of the Offering Circular, including, without limitation, this Agreement Subscription Agreement, shall be governed by and construed and enforced in accordance with the internal laws of the State of New YorkVirginia, without giving effect regard to any choice the principles of conflicts of law or conflict thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of law provision or rule the transactions contemplated by this Subscription Agreement and any documents included within the Offering Circular (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New YorkLos Angeles. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, Los Angeles for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinherein (including with respect to the enforcement of any of the documents included within the Offering Circular), 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 any such court, that such suit, action or proceeding is brought in improper or is an inconvenient forum or that the venue of for such suit, action or proceeding is improperproceeding. 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 via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such notices to it under this Subscription Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party hereto shall commence an action or proceeding to enforce any provisions of the documents included within the Offering Circular, then the prevailing party in such action or proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH PARTY KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY FOREVER TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYBY JURY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement This letter agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with the internal laws of the State of New York, York applicable to contracts executed in and to be performed therein without giving effect regard to any choice the conflicts of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New Yorkprinciples thereof. Each party The parties hereby irrevocably submits submit to the exclusive personal jurisdiction of the state Bankruptcy Court (as defined in the Escrow Agreement), solely in respect of the interpretation and enforcement of the provisions of this letter agreement, and in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this letter agreement or any such document may not be enforced in or by such courts, and the parties hereto irrevocably agree that all claims with respect to such action or proceeding shall be heard and determined in such court. The parties hereby consent to and grant any such court 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. If the Bankruptcy Court determines that it does not have subject matter jurisdiction over any action or proceeding arising out of or relating to this letter agreement, then each party (i) agrees that all such actions or proceedings shall be heard and determined in a New York federal courts court sitting in the The City of New York, borough (ii) irrevocably submits to the jurisdiction 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 such court in any suit, such action or proceeding, any claim (iii) agrees that it is will not personally subject attempt to the deny or defeat such personal jurisdiction of by motion or other request for leave from any such court, including, without limitation, a motion to dismiss on the grounds of forum non conveniens, (iv) agrees that such suit, it will not bring any action arising out of or proceeding is brought in an inconvenient forum relating to this letter agreement or that any of 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 transactions contemplated by this letter agreement in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereofother court. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY THE PARTIES HEREBY IRREVOCABLY WAIVES WAIVE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVEHAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER UNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF WITH THIS AGREEMENT OR ANY TRANSACTION OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictionjurisdictions) that would cause the application of the laws of any jurisdiction jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the The City of New York, borough Borough of Manhattan, 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 any such court, that such suit, action or proceeding 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 address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, REQUEST A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF LITIGATION WITH RESPECT TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYAND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed in accordance with the internal laws Law of the State of New York without giving effect to the principles of conflicts of law thereof or of any other jurisdiction that would result in the application of the Law of any other jurisdiction. Each of the parties hereby irrevocably submit to the exclusive jurisdiction of the federal court sitting in the County of New York in the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether and in respect of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction transactions contemplated hereby or discussed hereinhereby, and hereby irrevocably waiveswaive, and agrees agree not to assert assert, as a defense in any suitAction for the interpretation or enforcement hereof or thereof, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, thereto or that such suit, action Action may not be brought or proceeding is brought not maintainable in an inconvenient forum said courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts, and the parties irrevocably agree that all claims with respect to such Action shall be heard and determined in such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service parties and over the subject matter of such dispute and agree that mailing of process and consents to process being served or other papers in connection with any such suitAction in the manner provided in Section 4.1 or in such other manner as may be permitted by applicable Law, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good be valid and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY OF THE PARTIES HERETO HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVETO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER TORT OR IN CONNECTION HEREWITH OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY OR THE ACTIONS OF HOLDCO, NETFIN OR THE STOCKHOLDERS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of the Offering Circular, including, without limitation, this Agreement Subscription Agreement, shall be governed by and construed and enforced in accordance with the internal laws of the State Commonwealth of New YorkVirginia, without giving effect regard to any choice the principles of conflicts of law or conflict thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of law provision or rule the transactions contemplated by this Subscription Agreement and any documents included within the Offering Circular (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state courts sitting in the City of Virginia Beach, VA and the State federal courts sitting in the City of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New YorkNorfolk, VA. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New YorkVirginia Beach, borough of ManhattanVA and Norfolk, VA for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinherein (including with respect to the enforcement of any of the documents included within the Offering Circular), 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 any such court, that such suit, action or proceeding is brought in improper or is an inconvenient forum or that the venue of for such suit, action or proceeding is improperproceeding. 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 via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such notices to it under this Subscription Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party hereto shall commence an action or proceeding to enforce any provisions of the documents included within the Offering Circular, then the prevailing party in such action or proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys' fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH PARTY KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY FOREVER TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYBY JURY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement (a) This Agreement and interpretation of this Agreement any matters or disputes relating thereto shall be governed by by, and construed in accordance with, the internal laws of the State of New YorkDelaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In any jurisdiction other than action or proceeding arising out of or relating to this Agreement: (i) each of the State of New York. Each party hereby Rights Agent, Parent, Xxxxxx’s successors and Assignees, the Holders and the Holders’ successors and assigns Parent, irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware and any state and federal courts appellate court therefrom or, if (but only if) such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle County in the City State of New YorkDelaware and any appellate court therefrom (collectively, borough the “Delaware Courts”); and (ii) each of Manhattanthe Parties irrevocably consents to service of process by first class certified mail, for return receipt requested, postage prepaid, to the adjudication address at which such Party is to receive notice in accordance with Section 6.1. Each of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, the Parties irrevocably and hereby irrevocably waives, and unconditionally (1) agrees not to assert in commence any suit, such action or proceedingproceeding except in the Delaware Courts, (2) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Delaware Courts, (3) waives, to the fullest extent it may legally and effectively do so, any claim objection that it is not personally subject may now or hereafter have to the jurisdiction or laying of venue of any such court, that such suit, action or proceeding is brought in the Delaware Courts and (4) waives, to the fullest extent permitted by law, the defense of an inconvenient forum or that to the venue maintenance of such suit, action or proceeding is improperin the Delaware Courts. Each party hereby irrevocably waives personal service of process and consents to process being served The Parties agree that a final judgment in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit conclusive and may be enforced in other jurisdictions by suit on the judgment or in any way other manner provided by applicable Legal Requirements; provided, however, that nothing in the foregoing shall restrict any right Party’s rights to serve process in seek any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEpost-judgment relief regarding, AND AGREES NOT TO REQUESTor any appeal from, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYsuch final trial court judgment.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed in accordance with the internal applicable laws of the State of New YorkDelaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York Delaware or any other jurisdiction) that would cause the application of the applicable laws of any jurisdiction other than the State of Delaware to be applied. Each of the parties hereto irrevocably (a) consents to submit itself to the personal jurisdiction of the Delaware Court of Chancery, or in the event (but only in the event) that the Delaware Court of Chancery does not have subject matter jurisdiction over such legal action or proceeding, the United States District Court for the District of Delaware, or in the event (but only in the event) that such United States District Court for the District of Delaware also does not have subject matter jurisdiction over such legal action or proceeding, any Delaware state court sitting in New YorkCastle County, in connection with any matter based upon or arising out of this Agreement or the actions of the parties hereof, (b) 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 (c) agrees that it will not bring any action relating to this Agreement in any court other than the courts of the State of Delaware, as described above. Each of the parties hereto hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth in Annex II shall be effective service of process for any suit or proceeding in connection with this Agreement. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and this Agreement hereby irrevocably waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any suit, action or proceedingproceeding with respect to this Agreement, any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Section 10.1, that it or its property is exempt or immune from jurisdiction of any such courtcourt or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable law, that such the suit, action or proceeding in any such court is brought in an inconvenient forum or forum, that the venue of such suit, action or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which a party hereto is entitled pursuant to the final judgment of any court having jurisdiction. Each party hereby irrevocably waives personal hereto expressly acknowledges that the foregoing waiver is intended to be irrevocable under the laws of the State of Delaware and of the United States of America; provided, that each such party’s consent to jurisdiction and service of process contained in this Section 10.1 is solely for the purpose referred to in this Section 10.1 and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall not be deemed to limit be a general submission to said courts or in any way any right to serve process in any manner permitted by lawthe State of Delaware other than for such purpose. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY RIGHT IT MAY HAVEACTION, AND AGREES NOT TO REQUESTPROCEEDING, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER CLAIM OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.COUNTERCLAIM

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall will be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice principles or rules of law or conflict of law provision laws to the extent such principles or rule (whether of the State of New York rules would require or any other jurisdiction) that would cause permit the application of the laws of any jurisdiction other than the State of New Yorkanother jurisdiction. Each party The parties hereby irrevocably submits and unconditionally consent to submit to the exclusive jurisdiction of the state and federal courts sitting located in the City of New York, borough Borough of Manhattan, State of New York for any actions, suits or proceedings arising out of or relating to this Agreement and the adjudication transactions contemplated hereby. The parties hereby irrevocably and unconditionally consent to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such action, suit or proceeding and irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of the venue of any dispute hereunder such action, suit or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert proceeding in any suitsuch court or that any such action, action suit or proceedingproceeding which is brought in any such court has been brought in an inconvenient forum. Process in any such action, suit or proceeding may be served on any claim that it is not personally subject to party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that such suit, action or proceeding 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 on such party at the address for such notices to it under as provided in this Agreement and agrees that such service Section 3.9 shall constitute good and sufficient be deemed effective service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by lawon such party. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All Excepting claims based under federal securities laws, all questions concerning the construction, validity, enforcement and interpretation of the Offering Circular, including, without limitation, this Agreement Agreement, shall be governed by and construed and enforced in accordance with the internal laws of the State of New YorkWyoming. Each party agrees that all legal proceedings concerning the interpretations, without giving effect to enforcement and defense of the transactions contemplated by this Agreement and any choice of law or conflict of law provision or rule documents included within the Offering Circular (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New YorkCheyenne. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, Cheyenne for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinherein (including with respect to the enforcement of any of the documents included within the Offering Circular), 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 any such court, that such suit, action or proceeding is brought in improper or is an inconvenient forum or that the venue of for such suit, action or proceeding is improperproceeding. 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 via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party hereto shall commence an action or proceeding to enforce any provisions of the documents included within the Offering Circular, then the prevailing party in such action or proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH PARTY KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY FOREVER TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYBY JURY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this (a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of New YorkDelaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New YorkDelaware. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each party of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the exclusive personal jurisdiction of the state aforesaid courts and federal courts sitting agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the City aforesaid courts. Each 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 parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any suit, action or proceedingproceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 5.6, (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such courtcourt or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable Law, any claim that such (x) the suit, action or proceeding in such court is brought in an inconvenient forum or that forum, (y) 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 improper or (z) this Agreement, or the subject matter hereof, may not be enforced in any or by such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYcourts.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of the Offering Circular, including, without limitation, this Agreement Subscription Agreement, shall be governed by and construed and enforced in accordance with the internal laws of the State Commonwealth of New YorkVirginia, without giving effect regard to any choice the principles of conflicts of law or conflict thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of law provision or rule the transactions contemplated by this Subscription Agreement and any documents included within the Offering Circular (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state courts sitting in the City of Virginia Beach, VA and the State federal courts sitting in the City of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New YorkNorfolk, VA. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New YorkVirginia Beach, borough of ManhattanVA and Norfolk, VA for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinherein (including with respect to the enforcement of any of the documents included within the Offering Circular), 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 any such court, that such suit, action or proceeding is brought in improper or is an inconvenient forum or that the venue of for such suit, action or proceeding is improperproceeding. 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 via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such notices to it under this Subscription Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party hereto shall commence an action or proceeding to enforce any provisions of the documents included within the Offering Circular, then the prevailing party in such action or proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys' fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH PARTY KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES ANY RIGHT IT MAY HAVEFOREVER TRIAL BY JURY. Notwithstanding the foregoing, AND AGREES NOT TO REQUESTthe provisions in this Section 6 follow established Commonwealth of Virginia case law and legislation and is not intended to apply to claims arising under the federal securities laws and the rules and regulations thereunder, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYincluding the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, while any person or entity purchasing or otherwise acquiring any interest in any of the Company’s securities shall be deemed to have notice of and consented to these provisions, the Company’s exclusive forum provision will not relieve the Company of its duties to comply with the federal securities laws and the rules and regulations thereunder.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of the Offering Circular, including, without limitation, this Agreement Subscription Agreement, shall be governed by and construed and enforced in accordance with the internal laws of the State of New YorkNevada, without giving effect regard to any choice the principles of conflicts of law or conflict thereof. The Company and Investor agree that all legal proceedings concerning the interpretations, enforcement and defense of law provision or rule the transactions contemplated by this Subscription Agreement and any documents included within the Offering Circular (whether of brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New Yorkstate and federal courts sitting in Dallas, Texas. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New YorkDallas, borough of ManhattanTexas, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinherein (including with respect to the enforcement of any of the documents included within the Offering Circular), 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 any such court, that such suit, action or proceeding is brought in improper or is an inconvenient forum or that the venue of for such suit, action or proceeding is improperproceeding. 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 via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such notices to it under this Subscription Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEIf any party hereto shall commence an action or proceeding to enforce any provisions of the documents included within the Offering Circular, AND AGREES NOT TO REQUESTthen the prevailing party in such action or proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYpreparation and prosecution of such action or proceeding. In any action, suit or proceeding in any jurisdiction brought by any party against any other party, each of the parties each knowingly and intentionally, to the greatest extent permitted by applicable law, hereby absolutely, unconditionally, irrevocably and expressly waives forever trial by jury.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed in accordance with the internal domestic laws of the State of New York, Delaware without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York Delaware or any other jurisdiction) that would cause the application of the substantive laws of any jurisdiction other than the State of New YorkDelaware. Each party hereby irrevocably hereto 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 any such courtstate or federal court sitting in the State of Delaware, that such suit, in any action or proceeding is brought in an inconvenient forum arising out of or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents relating to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. Each party also agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each party hereto waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Any party may make service shall constitute good on any other party by sending or delivering a copy of the process to the party to be served at the address and sufficient service in the manner provided for the giving of process and notice thereofnotices in Section 9 above. Nothing contained herein in this Section 13, however, shall be deemed affect the right of any party to limit bring any action or proceeding arising out of or relating to this Agreement in any way any right other court or to serve legal process in any other manner permitted by lawlaw or at equity. Each party agrees that a final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity. EACH PARTY HEREBY OF THE PARTIES HERETO IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY RIGHT IT MAY HAVESUIT, AND AGREES NOT TO REQUESTACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST SUCH PARTY IN RESPECT OF ITS, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HIS OR HER OBLIGATIONS HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning To the constructionmaximum extent permitted by applicable Law, validity, enforcement and interpretation the provisions of this Agreement shall be governed by and construed and enforced in accordance with the internal laws Laws of the State of New YorkDelaware, without giving effect regard to any choice principles of law or conflict conflicts of law provision or rule law. Each of the parties hereto agrees that this Agreement involves at least U.S. $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (whether i) subject to the jurisdiction of the courts of the State of New York or any other jurisdiction) that would cause the application Delaware and of the laws of any jurisdiction other than federal courts sitting in the State of New YorkDelaware, and (ii) subject to service of process in the State of Delaware. Each party hereto hereby irrevocably and unconditionally (a) consents and submits to the exclusive jurisdiction of the any federal or state and federal courts sitting court located in the City State of Delaware, including the Delaware Court of Chancery in and for New YorkCastle County (the “Delaware Courts”) for any actions, borough suits or proceedings arising out of Manhattan, for or relating to this Agreement or the adjudication of any dispute hereunder or in connection herewith or with any transaction transactions contemplated hereby or discussed herein, and hereby irrevocably waives, by this Agreement (and agrees not to assert commence any litigation relating thereto except in such courts), (b) waives any suit, action or proceeding, any claim that it is not personally subject objection to the jurisdiction laying of venue of any such court, litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such suit, action or proceeding is litigation brought therein has been brought in an any inconvenient forum or and (c) acknowledges and agrees that the venue of any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such suit, action or proceeding is improper. Each party hereby irrevocably and unconditionally waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to right such party at the address for such notices may have to it under a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted or the transactions contemplated by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYthis Agreement.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New YorkDelaware, without giving effect regard to any choice principles of law or conflict conflicts of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New Yorklaws. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New YorkKing County, borough of ManhattanWashington, 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 any such court, that such suit, action or proceeding 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 address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE, AND AGREES NOT HAVE TO REQUEST, A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER LEGAL PROCEEDING DIRECTLY OR IN CONNECTION HEREWITH OR ARISING OUT OF INDIRECTLY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY TRANSACTION CONTEMPLATED HEREBYOTHER THEORY. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, 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.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed in accordance with the internal laws Laws of the State of New YorkDelaware applicable to contracts made and performed entirely within such state, without giving effect regard to any choice applicable conflicts of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) principles that would cause the application of the laws Laws of another jurisdiction, except to the extent governed by the Investment Company Act, in which case the Investment Company Act shall control. The parties hereto agree that any jurisdiction other than Proceeding brought by any party to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the Transactions shall be brought in the Court of Chancery of the State of New YorkDelaware, or if jurisdiction over the matter is vested exclusively in state courts, the state courts in the State of Delaware, and the appellate courts to which orders and judgments therefore may be appealed (collectively, the “Acceptable Courts”). Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject parties hereto submits to the jurisdiction of any Acceptable Court in any Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the Transactions and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such courtProceeding. Each party hereto irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any Proceeding in any such suit, action Acceptable Court or proceeding is that any such Proceeding brought in any such Acceptable Court has been brought in an inconvenient forum or that the venue of such suitforum. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, action or proceeding is improperAND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. Each party hereby irrevocably waives personal service hereto (a) certifies that no representative of process and consents to process being served in any such suitother party has represented, action expressly or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees otherwise, that such service shall constitute good other party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver, (b) certifies that it makes this waiver voluntarily and sufficient service of process (c) acknowledges that it and notice thereof. Nothing contained herein shall be deemed the other parties hereto have been induced to limit enter into this Agreement, by, among other things, the mutual waiver and certifications in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYthis Section 11.6.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this (a) This Agreement shall be construed and enforced in accordance with, and the rights of the Parties shall be governed by by, the internal laws of the State of New York, without giving effect to any choice of law or the conflict of law provision or rule (whether laws principles thereof. Each of the State Parties irrevocably agrees that any legal action, suit or proceeding arising out of or relating to this Agreement brought by any Party or its successors or assigns shall be brought and determined in any federal or state court in the Borough of Manhattan, the City of New York or any other jurisdiction) that would cause (the application “New York Courts”), and each of the laws of any jurisdiction other than the State of New York. Each party Parties hereby irrevocably submits to the exclusive jurisdiction of the state New York Courts for itself and federal courts sitting with respect to its property, generally and unconditionally, with regard to any such proceeding arising out of or relating to this Agreement and the Restructuring. Each of the Parties agrees not to commence any proceeding relating hereto or thereto except in the City New York Courts, other than proceedings in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any New York, borough York Court. Each of Manhattan, for the adjudication Parties further agrees that notice as provided in Section 22 shall constitute sufficient service of process and the Parties further waive any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and argument that such service is insufficient. Each of the Parties hereby irrevocably waives, and unconditionally waives and agrees not to assert that a proceeding in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding New York Court 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 Notwithstanding the foregoing, during the pendency of process and consents to process being served in any such suitthe Paragon Cases, action or proceeding all proceedings contemplated by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein Section 13(a) shall be deemed to limit brought in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYthe Bankruptcy Court.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, validityWITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. Any Action seeking to enforce any provision of, enforcement and interpretation or based on any matter arising out of or in connection with, this Agreement shall will be governed by brought exclusively in the internal laws Court of Chancery of the State of New YorkDelaware (the “Delaware Chancery Court”), without giving effect to any choice of law or conflict of law provision or rule (whether of or, if the Delaware Chancery Court does not have subject matter jurisdiction, in the federal courts located in the State of New York Delaware (and in each case, any appellate courts therefrom). Each of the parties hereby irrevocably and unconditionally submits and consents to personal jurisdiction in any such Action brought in any such court (and of the appropriate appellate courts therefrom), irrevocably agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and irrevocably agrees that all claims in respect of such Action may be heard and determined in any such court and agrees not to bring any Act arising out of or relating to this Agreement in any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereincourt, and hereby irrevocably waives, and agrees not to assert the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any such Action in any suitsuch court or that any such Action brought in any such court has been brought in an inconvenient forum. Process in any such Action may be served on any party anywhere in the world, action whether within or proceeding, any claim that it is not personally subject to without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that such suit, action or proceeding 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 on such party at the address for such notices to it under this Agreement and agrees that such service as provided in Section 10.8 shall constitute good and sufficient be deemed effective service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYon such party.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of the Offering Circular, including, without limitation, this Agreement Subscription Agreement, shall be governed by and construed and enforced in accordance with the internal laws of the State of New YorkDelaware, without giving effect regard to any choice the principles of conflicts of law or conflict thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of law provision or rule the transactions contemplated by this Subscription Agreement and any documents included within the Offering Circular (whether of brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New Yorkstate and federal courts sitting in Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, Delaware for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinherein (including with respect to the enforcement of any of the documents included within the Offering Circular), 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 any such court, that such suit, action or proceeding is brought in improper or is an inconvenient forum or that the venue of for such suit, action or proceeding is improperproceeding. 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 via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for such notices to it under this Subscription Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party hereto shall commence an action or proceeding to enforce any provisions of the documents included within the Offering Circular, then the prevailing party in such action or proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. This choice of forum provision does not preclude or contract the scope of exclusive federal or concurrent jurisdiction for any actions brought under the Securities Act or the Exchange Act and does not apply to claims arising under the federal securities laws. Accordingly, our exclusive forum provision will not relieve us of our duties to comply with the federal securities laws and the rules and regulations thereunder, and you cannot waive our compliance with these laws, rules, and regulations. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH PARTY KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES ANY RIGHT IT MAY HAVEFOREVER TRIAL BY JURY. This Waiver of Jury Trial does not waive compliance with federal securities laws and the rules and regulations promulgated thereunder. Accordingly, AND AGREES NOT TO REQUESTthis Jury Trial Waiver provision will not relieve us of our duties to comply with the federal securities laws and the rules and regulations thereunder, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYand you cannot waive our compliance with these laws, rules, and regulations.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Subscription Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictionjurisdictions) that would cause the application of the laws of any jurisdiction jurisdictions other than the State of New York. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, 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 any such court, that such suit, action or proceeding 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 address for such notices to it under this Subscription Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEEach party hereby irrevocably waives any right it may have, AND AGREES NOT TO REQUESTand agrees not to request, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYa jury trial for the adjudication of any dispute hereunder or in connection with or arising out of this Subscription Agreement or any transaction contemplated hereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning (a) THIS LETTER 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 CONFLICTS OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. The parties hereby irrevocably submit to the construction, validity, enforcement and interpretation personal jurisdiction of this Agreement shall be governed by the internal laws Court of Chancery of the State of New YorkDelaware or, without giving effect to any choice if such Court of law or conflict of law provision or rule (whether Chancery shall lack subject matter jurisdiction, the federal courts of the State United States of America located in the County of New York or any other jurisdiction) that would cause the application Castle, Delaware, solely in respect of the laws of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction interpretation and enforcement of the state provisions of (and federal courts sitting any claim or cause of action arising under or relating to) this letter and of the documents referred to in this letter, and in respect of the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction transactions contemplated hereby or discussed hereinhereby, and hereby irrevocably waiveswaive, and agrees agree not to assert assert, as a defense in any suitaction, action suit or proceedingproceeding for the interpretation or enforcement hereof or of any such document, any claim that it is not personally subject to the jurisdiction of any such court, thereto or that such suitaction, action suit or proceeding may not be brought or is brought not maintainable in an inconvenient forum said courts or that the venue thereof may not be appropriate or that this letter or any such document may not be enforced in or by such courts, and the parties irrevocably agree that all claims relating to such action, proceeding or transactions shall be heard and determined in such courts. The parties hereby consent to and grant any such court jurisdiction over the person of such suitparties 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 is improper. Each party hereby irrevocably waives personal service in the manner provided in Section 9.7 of process and consents to process being served the Merger Agreement or in any such suit, action or proceeding other manner as may be permitted by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service Law shall constitute good be valid and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by by, and construed in accordance with, the internal laws of the State of New York, Delaware (without giving effect to any its choice of law principles). Subject to Section 7(e), for purposes of any legal action, suit or conflict proceeding (an “Proceeding”) arising out of law provision or rule (whether in connection with this Agreement or any transaction contemplated hereby, each of the State of New York or any other jurisdictionparties hereto (a) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction and venue of the state Chancery Court of the State of Delaware (provided, that if, and only after, such courts determine that they lack subject matter jurisdiction over any Proceeding, such Proceeding shall be brought in the federal courts sitting of the United States located in the City State of New YorkDelaware (and in any court in which appeal from such courts may be taken), borough of Manhattan, for the adjudication (b) agrees that service of any dispute hereunder process, summons, notice or document by U.S. registered mail to such party’s respective address set forth in connection herewith or Section 7(a) shall be effective service of process for any Proceeding with respect to any transaction contemplated hereby or discussed hereinmatters to which it has submitted to jurisdiction in this Section 7(f), (c) waives and hereby irrevocably waives, and agrees covenants not to assert or plead, by way of motion, as a defense or otherwise, in any suit, action or proceedingsuch Proceeding, any claim that it is not subject personally subject to the jurisdiction of any such court, that such suit, action or proceeding the Proceeding is brought in an inconvenient forum or forum, that the venue of the Proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such suitcourt, action and hereby agrees not to challenge such jurisdiction or proceeding is impropervenue by reason of any offsets or counterclaims in any such Proceeding, and (d) waives any bond, surety or other security that might be required of any other party with respect thereto. Each party hereby irrevocably waives personal service of process and consents to process being served hereto agrees that a final judgment in any such suitProceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law or in equity. The parties hereto hereby knowingly, action voluntarily and intentionally waive the right any may have to a trial by jury in respect to any litigation based hereon, or proceeding by mailing a copy thereof to such party at the address for such notices to it under arising out of, under, or in connection with this Agreement and agrees any agreement contemplated to be executed in connection herewith, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party in connection with such agreements, in each case whether now existing or hereafter arising and whether sounding in tort or contract or otherwise. Each party hereto acknowledges that it has been informed by the other parties hereto that this Section 7(f) constitutes a material inducement upon which they are relying and will rely in entering into this Agreement. Any party hereto may file an original counterpart or a copy of this Section 7(f) with any court as written evidence of the consent of each such service shall constitute good and sufficient service party to the waiver of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any its right to serve process in any manner permitted trial by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYjury.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning (a) This Limited Guarantee, and all claims or causes of action (whether in tort, contract or otherwise) that may be based upon, arise out of or relate to this Limited Guarantee or the constructionnegotiation, validity, enforcement and interpretation execution or performance of this Agreement Limited Guarantee (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Limited Guarantee) shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether . Each of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party parties hereto hereby irrevocably submits and unconditionally (i) submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the state and federal courts United States of America 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 hereinYork County, and hereby irrevocably waivesany appellate court from any thereof, and agrees not to assert in any suit, action or proceedingproceeding arising out of or relating to this Limited Guarantee, the negotiation, execution or performance of this Limited Guarantee (including any claim that it is not personally subject or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Limited Guarantee) or the jurisdiction transactions contemplated hereby or thereby, or for recognition or enforcement of any such courtjudgment, and agrees that all claims in respect of any such suit, action or proceeding is brought shall be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court, (ii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Limited Guarantee, the negotiation, execution or performance of this Limited Guarantee (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Limited Guarantee) or the transactions contemplated hereby in any New York State or in any such Federal court, (iii) waives, to the fullest extent permitted by law, the defense of an inconvenient forum or that to the venue maintenance of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process in any such court and consents to process being served (iv) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by mailing a copy thereof suit on the judgment or in any other matter provided by law. Each of the parties hereto agrees that service of process, summons, notice or document by registered mail addressed to such party you or us at the address for such notices to it under this Agreement and agrees that such service addresses set forth above shall constitute good and sufficient be effective service of process and notice thereof. Nothing contained herein shall be deemed to limit for any suit, action or proceeding brought in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYsuch court.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by by, and construed in accordance with, the internal laws of the State of New York, York without giving effect regard to any the choice of law or conflict of law provision or rule (whether principles thereof. Each of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party hereby parties hereto irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in of the City State of New York, borough of Manhattan, York located in New York County and the United States District Court for the adjudication Southern District of New York for the purpose of any dispute hereunder suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject proceeding may be served on each party hereto anywhere in the 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, that such suit, action or proceeding 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 court in any such suit, action or proceeding by mailing a copy thereof and to the laying of venue in such court. Each party at hereto irrevocably waives any objection to the address for laying of venue of any such notices to it under this Agreement suit, action or proceeding brought in such courts and agrees irrevocably waives any claim that any such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit suit, action or proceeding brought in any way any right to serve process such court has been brought in any manner permitted by lawan inconvenient forum. EACH PARTY HEREBY IRREVOCABLY OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, REQUEST A TRIAL BY JURY TRIAL FOR THE ADJUDICATION OF IN ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF LITIGATION WITH RESPECT TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYAND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by by, construed and enforced in accordance with the internal laws of the State of New York without regard to the conflict of laws principles thereof. Subject to Section 17, any action, litigation, claim or other legal proceeding (a “Proceeding”) arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York (or in any other jurisdictionappellate court thereof) that would cause (the application “Specified Courts”). Subject to Section 17, each party hereto (and Reebonz to the extent of the laws of any jurisdiction other than the State of New York. Each its third party beneficiary rights) hereby irrevocably (a) submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, any Specified Court for the adjudication purpose of any dispute hereunder Proceeding arising out of or in connection herewith or with any transaction contemplated hereby or discussed herein, relating to this Agreement and hereby (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any suit, action or proceedingsuch Proceeding, any claim that it is not subject personally subject to the jurisdiction of any such courtthe above-named courts, that such suitits property is exempt or immune from attachment or execution, action or proceeding that the Proceeding is brought in an inconvenient forum or forum, that the venue of such suit, action or proceeding the Proceeding is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party hereby (and Reebonz to the extent of its third party beneficiary rights) agrees that a final judgment in any Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably waives personal consents to the service of the summons and complaint and any other process and consents to process being served in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such suit, action or proceeding by mailing a copy thereof process to such party at the applicable address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereofset forth in Section 13. Nothing contained herein in this Section 18 shall be deemed to limit in affect the right of any way any right party to serve legal process in any other manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVEEach party hereto (and Reebonz to the extent of its third party beneficiary rights) hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any Proceeding directly or indirectly arising out of, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYunder or in connection with this Agreement or the transactions contemplated hereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS TO THE EXTENT THAT SUCH PRINCIPLES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Each of the constructionparties hereto irrevocably and unconditionally (a) agrees that any legal suit, validity, enforcement and interpretation action or proceeding brought by any party hereto arising out of or based upon this Agreement shall or the transactions contemplated hereby may be governed by the internal laws of the State of New York, without giving effect to brought in any choice of law or conflict of law provision or rule (whether court of the State of New York or any other jurisdiction) that would cause Federal District Court for the application Southern District of New York located in the laws of any jurisdiction other than the City, County and State of New York. Each party hereby irrevocably York (each, a “New York Court”), (b) waives, to the fullest extent that it may effectively do so, any objection that it may now or hereafter have to the laying of venue of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought in a New York Court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of any 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 York Court in any suit, action or proceedingproceeding and (d) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, any claim AND THEREFORE HEREBY WAIVES ANY RIGHT THAT 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 BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT. With respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies that it is not personally subject to the jurisdiction (i) no representative, agent or attorney of any such courtother party has represented, expressly or otherwise, that such suitother party would not, action or proceeding is brought in an inconvenient forum or that the venue event of litigation, seek to enforce the waiver contained therein, (ii) it understands and has considered the implications of such suitwaiver, action or proceeding is improper. Each party hereby irrevocably waives personal service of process (iii) it makes such waiver voluntarily and consents (iv) it has been induced to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under enter into this Agreement by, among other things, the mutual waivers and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing certifications contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBYthis Section 10.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the constructionActions or causes of action based upon, validityarising out of, enforcement and interpretation of or related to this Agreement or the transactions contemplated hereby, shall be governed by by, and construed in accordance with, the internal laws substantive Laws of the State of New YorkDelaware applicable to contracts entered into and to be performed solely within such state, without giving effect to any choice principles or rules of law or conflict of law provision laws to the extent such principles or rule (whether rules would require or permit the application of Laws of another jurisdiction. Any Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby shall be brought in the Delaware Court of Chancery, and if the Delaware Court of Chancery does not have or take jurisdiction over such Action, any other federal or state courts located in the State of New York or any other jurisdiction) that would cause the application Delaware, and each of the laws of any jurisdiction other than the State of New York. Each party hereby Parties irrevocably submits to the exclusive jurisdiction of each such court in any such Action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the state Action shall be heard and federal courts sitting determined only 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 waivessuch court, and agrees not to assert bring any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such other court, that such suit, action or proceeding 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 address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing herein contained herein shall be deemed to limit in affect the right of any way any right Party to serve process in any manner permitted by lawLaw or to commence legal proceedings or otherwise proceed against any other Party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 5(e). EACH PARTY OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVETO TRIAL BY JURY IN ANY ACTION BASED UPON, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY TRANSACTION THE TRANSACTIONS CONTEMPLATED HEREBY.