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

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITH, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each of the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to and grants 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 consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITH, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each of This Agreement shall be governed by and construed under the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive personal jurisdiction of the Court of Chancery laws of the State of Delaware, or, if (New York applicable to contracts made and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of to be performed entirely within the State of Delaware (Complex Commercial Division) or, if subject matter New York. Each Party hereby irrevocably submits to the exclusive jurisdiction over the matter that is the subject of the state and federal courts sitting in the State and County of New York for the adjudication of any dispute hereunder or in connection herewith or therewith or with any transaction contemplated hereby or thereby, 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 vested exclusively brought in an inconvenient forum or that the federal courts venue of the United States of Americasuch suit, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may improper. Nothing contained herein shall be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, deemed to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties agrees that a final judgment limit in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in way any other manner provided by Law. Each Party irrevocably consents to and grants 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 consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Lawlaw. (b) EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES AND AGREES THAT ANY DISPUTE OR CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS AGREEMENT AND HAS HAD AN OPPORTUNITY TO SEEK SEPARATE COUNSEL OF ITS OWN CHOICE TO REVIEW THIS AGREEMENT, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH SUCH PARTY HAS 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. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHAll questions concerning the construction, GOVERNED BYvalidity, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each enforcement and interpretation of this Agreement shall be governed by the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive personal jurisdiction of the Court of Chancery laws of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, without regard to principles of conflicts of laws. Each party hereby irrevocably submits to the Superior Court exclusive jurisdiction of the State state and federal courts sitting in King County, Washington, for the adjudication of Delaware (Complex Commercial Division) orany dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, if and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject matter to the jurisdiction over the matter of any such court, that is the subject of the such suit, action or proceeding is vested exclusively brought in an inconvenient forum or that the federal courts venue of the United States of Americasuch suit, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively improper. Each party hereby irrevocably waives personal service of process and consents to process being served in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such suit, action or proceeding may be heard by mailing a copy thereof to such party at the address for such notices to it under this Agreement and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties agrees that a final judgment in any such action or proceeding service shall be conclusive constitute good and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to and grants 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 consents to sufficient service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices in Section 6.2and notice thereof. Nothing contained herein shall be deemed to limit in this Agreement will affect the any way any right of any Party to serve process in any other manner permitted by Lawlaw. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. 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. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITH, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each of This Agreement shall be governed by and construed in accordance with the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive personal jurisdiction of the Court of Chancery laws of the State of DelawareNew York. The Underwriters and the Company: (a) agree that any legal suit, or, if (and only if) such court finds it lacks subject matter jurisdiction, action or proceeding arising out of or relating to this Agreement and/or the Superior transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of Delaware (Complex Commercial Division) orNew York, if subject matter jurisdiction over the matter that is the subject of the action New York County, or proceeding is vested exclusively in the federal courts of the United States District Court for the Southern District of AmericaNew York; (b) waive any objection which they may have now or hereafter to the venue of any such suit, action or proceeding; and (c) irrevocably consent to the federal court jurisdiction of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Supreme Court of the State of Delaware (Complex Commercial Division) orNew York, if subject matter jurisdiction over the matter that is the subject of the action New York County, or proceeding is vested exclusively in the federal courts of the United States of America, District Court for the federal court of the United States of America located in the County Southern District of New CastleYork in any such suit, Delaware, as applicable, action or proceeding. The Underwriters and any appellate court from any thereof, (ii) agrees that any claim in respect the Company further agree to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Supreme Court of the State of Delaware (Complex Commercial Division) orNew York, if subject matter jurisdiction over the matter that is the subject of the action New York County, or proceeding is vested exclusively in the federal courts of the United States of America, District Court for the federal court of the United States of America located in the County Southern District of New Castle, Delaware, as applicable, York and any appellate court from any thereof, (iii) waives, agrees that service of process upon the Company mailed by certified mail to the fullest extent it may legally and effectively do soCompany’s address or delivered via overnight delivery shall be deemed in every respect effective service of process upon the Company, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties agrees that a final judgment in any such suit, action or proceeding shall be conclusive proceeding, and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to and grants 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 consents to service of process inside upon the Underwriters mailed by certified mail to the Underwriters’ address or outside delivered via overnight delivery shall be deemed in every respect effective service of process upon the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process Underwriters, in any other manner permitted by Lawsuch suit, action or proceeding. THE COMPANY (ON BEHALF OF ITSELF, THE SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed and construed in accordance with the Laws of the State of Maryland applicable to contracts made and performed entirely within such state, without regard to any applicable conflicts of law principles that would cause the application of the Laws of another jurisdiction, except to the extent (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHgoverned by the Investment Company Act, GOVERNED BYin which case the Investment Company Act shall control and (b) the Second Merger is governed by the DGCL, AND CONSTRUED IN ACCORDANCE WITHin which case the DGCL shall control. The parties hereto agree that any Proceeding brought by any party to enforce any provision of, THE LAWS OF THE STATE OF DELAWAREor based on any matter arising out of or in connection with, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTIONthis Agreement or the Transactions shall be brought in the Circuit Court for Baltimore City, Maryland, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Maryland, and the appellate courts to which orders and judgments therefore may be appealed (collectively, the “Acceptable Courts”). In any such judicial proceeding, each of the parties further consents to the assignment of any proceeding in the Circuit Court for Baltimore City, Maryland to the Business and Technology Case Management Program pursuant to Maryland Rule 16-205 (or any successor thereof). Each of the Parties 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 and unconditionally submits, for itself and its property, to waives the exclusive personal benefit of jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) derived from present or future domicile or otherwise in such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby Proceeding. Each party hereto irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do sopermitted by Law, any objection that it may now or hereafter have to the jurisdiction or laying of the venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties agrees that a final judgment Proceeding in any such action Acceptable Court or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or that any such Proceeding brought in any other manner provided by Lawsuch Acceptable Court has been brought in an inconvenient forum. 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 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 irrevocably consents party hereto (a) certifies that no representative of any other party has represented, expressly or otherwise, that such 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 grants any such court jurisdiction over (c) acknowledges that it and the person of such other parties andhereto have been induced to enter into this Agreement, to by, among other things, the extent permitted by Law, over the subject matter of such dispute mutual waiver and consents to service of process inside or outside the territorial jurisdiction of the courts referred to certifications in this Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law11.6.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed and construed in accordance with the Laws of the State of Maryland applicable to contracts made and performed entirely within such state, without regard to any applicable conflicts of law principles that would cause the application of the Laws of another jurisdiction, except to the 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 or in connection with, this Agreement or the Transactions shall be brought in the Circuit Court for Baltimore City, Maryland, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Maryland, and the appellate courts to which orders and judgments therefore may be appealed (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHcollectively, GOVERNED BYthe “Acceptable Courts”). In any such judicial proceeding, AND CONSTRUED IN ACCORDANCE WITHeach of the parties further consents to the assignment of any proceeding in the Circuit Court for Baltimore City, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTIONMaryland to the Business and Technology Case Management Program pursuant to Maryland Rule 16-205 (or any successor thereof). Each of the Parties 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 and unconditionally submits, for itself and its property, to waives the exclusive personal benefit of jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) derived from present or future domicile or otherwise in such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby Proceeding. Each party hereto irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do sopermitted by Law, any objection that it may now or hereafter have to the jurisdiction or laying of the venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties agrees that a final judgment Proceeding in any such action Acceptable Court or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or that any such Proceeding brought in any other manner provided by Lawsuch Acceptable Court has been brought in an inconvenient forum. 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 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 irrevocably consents party hereto (a) certifies that no representative of any other party has represented, expressly or otherwise, that such 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 grants any such court jurisdiction over (c) acknowledges that it and the person of such other parties andhereto have been induced to enter into this Agreement, to by, among other things, the extent permitted by Law, over the subject matter of such dispute mutual waiver and consents to service of process inside or outside the territorial jurisdiction of the courts referred to certifications in this Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law11.6.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHThis Limited Guarantee and all claims or causes of action (whether in tort, GOVERNED BYcontract or otherwise) that may be based upon, AND CONSTRUED IN ACCORDANCE WITHarise out of or relate to this Limited Guarantee or the negotiation, THE LAWS OF THE STATE OF DELAWAREexecution or performance of this Limited Guarantee (including any claim or cause of action based upon, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each 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 laws of the Parties hereby irrevocably and unconditionally submitsState of Delaware, for itself and its property, without giving effect to the exclusive personal jurisdiction any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Limited Guarantee and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Limited Guarantee 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 of declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, both the Superior Delaware Court of Chancery and the federal courts within the State of Delaware (Complex Commercial Division) or, if subject matter decline to accept jurisdiction over a particular matter, any other state court within the matter that is the subject State of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, and and, in each case, any appellate court from any thereof, solely in respect therefrom. Each of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties parties hereto hereby irrevocably and unconditionally (i) agrees not submits with regard to commence any such action or proceeding except for itself and in respect of its property, generally and unconditionally, to the Court of Chancery personal jurisdiction of the State of Delaware, or, if (aforesaid courts and only if) such court finds agrees that it lacks subject matter jurisdiction, the Superior Court will not bring any action relating to this Limited Guarantee or any of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over transactions contemplated by this Limited Guarantee in any court other than the matter that is the subject aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Limited Guarantee, (i) any claim that it is vested exclusively in not personally subject to the federal courts jurisdiction of the United States of America, above named courts for any reason other than the federal court of the United States of America located failure to serve in the County of New Castle, Delaware, as applicable, and any appellate court from any thereofaccordance with this Section 10(a), (ii) agrees that any claim in respect that it or its property is exempt or immune from the jurisdiction of any such action court or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereoflegal 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) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by the applicable Law, any claim that (x) the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in such court is brought in an inconvenient forum, (y) the venue of such suit, action or proceeding is improper or (z) this Limited Guarantee, or the subject matter hereof, may not be enforced in or by such courts. Each of the Parties parties hereto agrees that a final judgment service of process upon such party in any such action or proceeding shall be conclusive and may be enforced effective if such process is given as a notice in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to and grants 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 consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this accordance with Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law7.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHThis Agreement shall be construed, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each of performed and enforced in accordance with the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive personal jurisdiction of the Court of Chancery Laws of the State of Delaware, or, if (and only if) New York without giving effect to its principles or rules of conflict of laws to the extent such court finds it lacks subject matter jurisdiction, principles or rules would require or permit the Superior Court application of the Laws of another jurisdiction other than the State of Delaware (Complex Commercial Division) orNew York except that the following matters arising out of or relating to this Agreement shall be construed, if subject matter jurisdiction over performed and enforced in accordance with the matter that is the subject Laws of the action or proceeding is vested exclusively Cayman Islands in respect of which the federal Parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the United States of AmericaCayman Islands: the Merger, the federal vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in Company T, the cancellation of Company T Shares in consideration of the issue of Company Y Class A Shares, the rights provided for in Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, the fiduciary or other duties of the Company T Board and the Company Y Board, and the internal corporate affairs of Company T and Company Y. Save as aforesaid any Proceeding (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement, the other Transaction Agreements or the transactions contemplated hereby or thereby, including any Proceeding against any Company T Related Party or Company Y Related Party, shall be brought solely and exclusively in any New York State court or Federal court of the United States of America located sitting in the County of New Castle, Delaware, and any appellate court from any thereof, solely York in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courtsYork. Each of the Parties hereto agrees that a final judgment (subject to any appeals therefrom) in any such action or proceeding 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 hereby irrevocably consents submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and grants hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court jurisdiction over in accordance with the person provisions of such parties andthis Section 9.4(a). Each of the Parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, over the subject matter defense of an inconvenient forum to the maintenance of such dispute Proceeding in any such court. Each of the Parties hereto hereby irrevocably and unconditionally consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices in Section 6.29.3. Nothing in this Agreement or any of the other Transaction Agreements will affect the right of any Party to this Agreement to serve process in any other manner permitted by Law.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITH, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each of This Agreement shall be governed by and construed in accordance with the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive personal jurisdiction of the Court of Chancery laws of the State of Delaware, without giving effect to principles of conflicts of laws that would require the application of the laws of any other jurisdiction. Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if (and only ifthe Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) such court finds it lacks subject in connection with any matter jurisdictionbased upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the Superior Court laws of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, for such persons and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally permitted by Applicable Law, and effectively do so, covenants not to assert or plead any objection that it may now or hereafter have to the jurisdiction or laying of the venue of any such suit, action or proceeding in any such courts and (iv) waivescourt or that any such suit, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding brought in any such courtscourt has been brought in an inconvenient forum. Each of the Parties parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to and grants any such court jurisdiction over the person of such parties and, (a) to the extent permitted by Law, over the such party is not otherwise subject matter of such dispute and consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided State of Delaware, to appoint and maintain an agent in the State of Delaware as such party’s agent for notices in Section 6.2acceptance of legal process and (b) that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by United States Postal Service constituting evidence of valid service. Nothing in this Agreement will affect Service made pursuant to (a) or (b) above shall have the right same legal force and effect as if served upon such party personally within the State of any Party to serve process in any other manner permitted by LawDelaware. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF PARENT, ACQUISITION SUB OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHThis Agreement shall be governed by, GOVERNED BYand construed in accordance with, AND CONSTRUED IN ACCORDANCE WITHthe laws of the State of Delaware, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTIONwithout giving effect to conflicts of laws principles that would result in the application of the Law of any other state. Each of the Parties parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive personal jurisdiction of the Delaware Court of Chancery of the State of DelawareChancery, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal Federal court of the United States of America located sitting in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect any action or proceeding arising out of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) to this Agreement and of or the documents referred to agreements delivered in this Agreement, and in respect of connection herewith or the transactions contemplated herebyhereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the Parties parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Delaware Court of Chancery of the State of DelawareChancery, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal Federal court of the United States of America located sitting in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Delaware Court of Chancery of the State of DelawareChancery, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal Federal court of the United States of America located sitting in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in the Delaware Court of Chancery, or, if (and only if) such courts court lacks subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and any appellate court from any thereof and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in the Delaware Court of Chancery, or, if (and only if) such courtscourt lacks subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and any appellate court from any thereof. Each of the Parties parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party party to this Agreement irrevocably consents to and grants 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 consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices in Section 6.215(b). Nothing in this Agreement will affect the right of any Party party to this Agreement to serve process in any other manner permitted by Law. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE MERGER AND OTHER TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(g).

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed and construed in accordance with the Laws of the State of Maryland applicable to contracts made and performed entirely within such state, without regard to any applicable conflicts of law principles that would cause the application of the 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 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 Circuit Court for Baltimore City, Maryland, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Maryland, Northern Division and the appellate courts to which Orders and judgments therefore may be appealed (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHcollectively, GOVERNED BYthe “Acceptable Courts”). In any such judicial proceeding, AND CONSTRUED IN ACCORDANCE WITHeach of the parties further consents to the assignment of any proceeding in the Circuit Court for Baltimore City, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTIONMaryland to the Business and Technology Case Management Program pursuant to Maryland Rule 16-205 (or any successor thereof). Each of the Parties 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 and unconditionally submits, for itself and its property, to waives the exclusive personal benefit of jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) derived from present or future domicile or otherwise in such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby Proceeding. Each party hereto irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do sopermitted by Law, any objection that it may now or hereafter have to the jurisdiction or laying of the venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties agrees that a final judgment Proceeding in any such action Acceptable Court or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or that any such Proceeding brought in any other manner provided by Lawsuch Acceptable Court has been brought in an inconvenient forum. 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 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 irrevocably consents party hereto (a) certifies that no Representative of any other party has represented, expressly or otherwise, that such 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 grants any such court jurisdiction over (c) acknowledges that it and the person of such other parties andhereto have been induced to enter into this Agreement, to by, among other things, the extent permitted by Law, over the subject matter of such dispute mutual waiver and consents to service of process inside or outside the territorial jurisdiction of the courts referred to certifications in this Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law11.6.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITH, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTIONThis Agreement will be governed by and interpreted in accordance with the laws of the State of New York. Each of the Parties hereby parties hereto irrevocably and unconditionally submits, for itself and its property, submits to the exclusive personal jurisdiction of the Court of Chancery courts of the State of Delaware, or, if (New York located in New York County and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, District Court for the federal court of the United States of America located in the County Southern District of New CastleYork for the purpose of any suits, Delawareaction, and any appellate court from any thereof, solely in respect proceeding or judgement relating to or arising out of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each . Service of the Parties hereby irrevocably and unconditionally (i) agrees not to commence process in connection with any such action or proceeding except in the Court of Chancery of the State of Delawaresuit, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined served on each party hereto anywhere in the Court world by the same methods as are specified for the giving of Chancery notices under this Agreement. Each of the State parties hereto irrevocably consents to the jurisdiction of Delaware, or, if (and only if) any such court finds it lacks subject matter jurisdictionin any such suit, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, laying of venue in such court. Each party hereto irrevocably waives any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any immunity (ivon the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives, to the fullest extent permitted by Lawlaw, the defense such immunity in respect of an inconvenient forum to the maintenance of such any suit, action or proceeding in such courtsproceeding. Each of the Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawTO THE EXTENT ALLOWABLE UNDER APPLICABLE LAW, EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. Each Party irrevocably consents to and grants any such court jurisdiction over the person of such parties andTHE 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 TRANSACTION, to the extent permitted by LawINCLUDING, over the subject matter of such dispute and consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices in Section 6.2WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by LawTHIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITH, GOVERNED BY, INTERPRETED AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each of the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located sitting in the County district of New Castle, Delaware, and any appellate court from any thereof, solely in respect any action or proceeding arising out of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) to this Agreement and of or the documents referred to agreements delivered in this Agreement, and in respect of connection herewith or the transactions contemplated herebyhereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located sitting in the County district of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located sitting in the County district of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party to this Agreement irrevocably consents to and grants 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 consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) 10.9, in the manner provided for notices in Section 6.210.2. Nothing in this Agreement will affect the right of any Party party to this Agreement to serve process in any other manner permitted by Law.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed and construed in accordance with the laws of the State of Maryland applicable to contracts made and performed entirely within such state, without regard to any applicable conflicts of law principles that would cause the application of the laws of another jurisdiction. The parties hereto agree that any 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 contemplated hereby shall be brought in the Circuit Court for Xxxxxxxxxx County, Maryland, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Maryland, and the appellate courts to which orders and judgments therefore may be appealed (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHcollectively, GOVERNED BYthe “Acceptable Courts”). In any such judicial proceeding, AND CONSTRUED IN ACCORDANCE WITHeach of the parties further consents to the assignment of any proceeding in the Circuit Court for Xxxxxxxxxx County, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTIONMaryland to the Business and Technology Case Management Program pursuant to Maryland Rule 16-205 (or any successor thereof). Each of the Parties hereby irrevocably and unconditionally submits, for itself and its property, parties hereto submits to the exclusive personal jurisdiction of the any Acceptable Court in any Proceeding seeking to enforce any provision of, or based on any matter arising out of Chancery of the State of Delawareor in connection with, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of or the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any waives the benefit of jurisdiction derived from present or future domicile or otherwise in such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) Proceeding. Each party hereto irrevocably waives, to the fullest extent it may legally and effectively do sopermitted by law, any objection that it may now or hereafter have to the jurisdiction or laying of the venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties agrees that a final judgment Proceeding in any such action Acceptable Court or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or that any such Proceeding brought in any other manner provided by Lawsuch Acceptable Court has been brought in an inconvenient forum. 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 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 irrevocably consents party hereto (a) certifies that no representative of any other party has represented, expressly or otherwise, that such 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 grants any such court jurisdiction over (c) acknowledges that it and the person of such other parties andhereto have been induced to enter into this Agreement, to by, among other things, the extent permitted by Law, over the subject matter of such dispute mutual waiver and consents to service of process inside or outside the territorial jurisdiction of the courts referred to certifications in this Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law7.11.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHThis Agreement, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each including the validity hereof and the rights and obligations of the Parties hereby irrevocably parties hereunder, shall be governed by, and unconditionally submitsconstrued in accordance with, for itself and its property, the internal laws (as opposed to the exclusive personal jurisdiction conflicts of law provisions, but including sections 5-1401 and 5-1402 of the Court of Chancery general obligations law of the State of Delaware, or, if (New York) and only if) such court finds it lacks subject matter jurisdiction, the Superior Court decisions of the State of Delaware (Complex Commercial Division) orNew York. Each party hereto hereby irrevocably submits to the nonexclusive jurisdiction of any New York or Federal court sitting in the City of New York, if subject matter jurisdiction New York over the matter that is the subject of the any suit, action or proceeding is vested exclusively in the federal courts arising out of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) to this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do sopermitted or not prohibited by law, any objection that which it may now or hereafter have to the jurisdiction or laying of the venue of any such suit, action or proceeding brought in such courts a court and (iv) waivesany claim that any such suit, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding brought in such courtsa court has been brought in an inconvenient forum. Each of the Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawEACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). Each Party irrevocably consents to and grants any such court jurisdiction over the person of such parties andEACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, to the extent permitted by LawAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, over the subject matter of such dispute and consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(aEXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by LawACKNOWLEDGES 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 9.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHTo the maximum extent permitted by applicable Law, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each the provisions of this Agreement shall be governed by and construed and enforced in accordance with the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive personal jurisdiction of the Court of Chancery laws of the State of Delaware, orwithout regard to principles of conflicts of law; provided, if (and only if) such court finds it lacks subject matter jurisdictionhowever, the Superior Court provisions of this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York with respect to any action including any Financing Source. Each of the Parties 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 irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject and of the action or proceeding is vested exclusively in the federal courts sitting in the State of Delaware and (b) subject to service of process in the State of Delaware. Each Party hereby irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of the United States Delaware Court of AmericaChancery and any state appellate court therefrom within the State of Delaware (and, if such court shall not have subject matter jurisdiction, any Delaware state court and the federal court of the United States of America located in the County State of New CastleDelaware (together with the Delaware Court of Chancery, Delaware, and the “Delaware Courts”) for any appellate court from any thereof, solely in respect Proceedings arising out of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) to this Agreement and of the documents referred to in this Agreement, and in respect of or the transactions contemplated hereby, by this Agreement (and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding litigation relating thereto except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, courts); (ii) agrees that waives any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, objection to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action litigation in the Delaware Courts and agrees not to plead or proceeding claim in any Delaware Court that such courts litigation brought therein has been brought in any inconvenient forum; and (iviii) waivesacknowledges and agrees that any controversy which 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 fullest extent permitted transactions contemplated by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courtsthis Agreement. Each of the Parties agrees that a final judgment it will not, and will not permit its Affiliates to, bring or support any Proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any such action way relating to this Agreement or proceeding shall be conclusive and may be enforced in other jurisdictions any of the transactions contemplated by suit on the judgment this Agreement, including with respect to any dispute arising out of or relating in any other manner provided by Law. Each Party irrevocably consents to and grants any such court jurisdiction over the person of such parties and, way to the extent permitted by LawDebt Financing or the performance thereof, over in any forum other than the subject matter of such dispute and consents to service of process inside United States District Court for the Xxxxxxxx Xxxxxxxx xx Xxx Xxxx or outside the territorial jurisdiction any court of the courts referred to State of New York sitting in the Borough of Manhattan in the City of New York and agree that the waiver of jury trial set forth in this Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of 9.4 hereof shall be applicable to any Party to serve process in any other manner permitted by Lawsuch proceeding.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHThis Agreement shall be governed by, GOVERNED BYand construed in accordance with, AND CONSTRUED IN ACCORDANCE WITHthe Laws of the State of Delaware applicable to Contracts executed in and to be performed entirely within that State, THE LAWS OF THE STATE OF DELAWAREregardless of the Law that might otherwise govern under applicable principles of conflicts of Law thereof; provided, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTIONhowever, that, if applicable, the Laws specified in Section 9.7(c) or in Section 9.11 shall govern and control. Except as specified in Section 9.7(b), 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 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 of the Parties hereby hereto consents to service of process being made upon it through the notice procedures set forth in Section 9.9, irrevocably and unconditionally submits, 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 Court of Chancery aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the State of Delaware, transactions contemplated hereby in any court other than the aforesaid courts (or, if applicable, the courts specified in Section 9.7(b)). Each of the Parties hereto irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or Proceeding with respect to this Agreement, (and only ifi) 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 court finds it lacks 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 (A) the suit, action or Proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or Proceeding is improper or (C) this Agreement, or the subject matter jurisdictionhereof, may not be enforced in or by such courts. Each Party hereto expressly acknowledges that the Superior Court foregoing waiver is intended to be irrevocable under the Law of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts and of the United States of America; provided, the federal court of the United States of America located in the County of New Castlehowever, Delaware, that each such Party’s consent to jurisdiction and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to service contained in this Agreement, and in respect of Section 9.7(a) is solely for the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to and grants 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 consents to service of process inside or outside the territorial jurisdiction of the courts purposes referred to in this Section 6.5(a9.7(a) and shall not be deemed to be a general submission to such courts or in the manner provided State of Delaware other than for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Lawsuch purpose.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITH, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS INTERNAL LAW OF THE STATE OF DELAWARENEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS PRINCIPLES THEREOF LAW TO THE EXTENT THAT WOULD RESULT IN THE APPLICATION OF THE LAW LAWS OF ANY OTHER STATE OR ANOTHER JURISDICTION WOULD DIRECT A MATTER TO ANOTHER JURISDICTIONBE REQUIRED THEREBY. Each of the Parties hereby The Company irrevocably and unconditionally submits, for itself and its property, consent to the exclusive personal jurisdiction of the Court of Chancery courts of the State of Delaware, or, if (New York and only if) of any federal court located in such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the in connection with any action or proceeding is vested exclusively in the federal courts arising out of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to this Indenture, any document or instrument delivered pursuant to) , in connection with or simultaneously with this Agreement and Indenture, or a breach of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence Indenture or any such document or instrument. In any such action or proceeding except in the Court Company hereto waives personal service of Chancery of the State of Delawareany summons, or, if (complaint or other process and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim service thereof may be made in respect of any accordance with Section 10.02. Within 30 days after such service, or such other time as may be mutually agreed upon in writing by the attorneys for the parties to such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdictionproceeding, the Superior Court of the State of Delaware (Complex Commercial Division) orparty so served shall appear or answer such summons, if subject matter jurisdiction over the matter that is the subject of the action complaint or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courtsother process. Each of the Parties The Company agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. Each Party irrevocably consents to and grants any such court jurisdiction over the person of such parties andTO THE EXTENT IT MAY LEGALLY DO SO, to the extent permitted by LawTHE COMPANY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, over the subject matter of such dispute and consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices in Section 6.2DEMAND, ACTION, CAUSE OF ACTION OR PROCEEDING ARISING UNDER OR WITH RESPECT TO THIS NOTE OR IN ANY WAY CONNECTED WITH, OR RELATED TO, OR INCIDENTAL TO, THE INDENTURE OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by LawTO THE EXTENT IT MAY LEGALLY DO SO, ISSUER AGREES THAT ANY SUCH CLAIM, DEMAND, ACTION, CAUSE OF ACTION OR PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY AND THAT AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 11.07 MAY BE FILED WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE COMPANY TO WAIVER OF ITS RIGHT TO TRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed and construed in accordance with the Laws of the State of Maryland applicable to contracts made and performed entirely within such state, without regard to any applicable conflicts of law principles that would cause the application of the Laws of another jurisdiction, except to the extent governed by the Investment Company Act, in which case the latter shall control. Notwithstanding the foregoing, each of the parties agrees that any interpretation of any commitment letters or fee letters related to the Debt Financing and all matters relating thereto, shall be governed and construed in accordance with the domestic laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (awhether of the State of New York or any other jurisdiction) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHthat would cause the application of the Laws of any jurisdiction other than the State of New York. The parties hereto agree that any Proceeding brought by any party to enforce any provision of, GOVERNED BYor based on any matter arising out of or in connection with, AND CONSTRUED IN ACCORDANCE WITHthis Agreement or the transactions contemplated hereby shall be brought in the Circuit Court for Baltimore City, THE LAWS OF THE STATE OF DELAWAREMaryland, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTIONor if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Maryland, and the appellate courts to which orders and judgments therefore may be appealed (collectively, the “Acceptable Courts”). In any such judicial proceeding, each of the parties further consents to the assignment of any proceeding in the Circuit Court for Baltimore City, Maryland to the Business and Technology Case Management Program pursuant to Maryland Rule 16-205 (or any successor thereof). Each of the Parties hereby irrevocably and unconditionally submits, for itself and its property, parties hereto submits to the exclusive personal jurisdiction of the any Acceptable Court in any Proceeding seeking to enforce any provision of, or based on any matter arising out of Chancery of the State of Delawareor in connection with, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of or the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any waives the benefit of jurisdiction derived from present or future domicile or otherwise in such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) Proceeding. Each party hereto irrevocably waives, to the fullest extent it may legally and effectively do sopermitted by Law, any objection that it may now or hereafter have to the jurisdiction or laying of the venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties agrees that a final judgment Proceeding in any such action Acceptable Court or proceeding shall be conclusive and may be enforced that any such Proceeding brought in other jurisdictions by suit on any such Acceptable Court has been brought in an inconvenient forum. Notwithstanding anything to the judgment contrary in this Agreement, each of the parties hereto agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources and their respective current, former or future directors, officers, general or limited partners, stockholders, members, managers, controlling Persons, Affiliates, employees or Representatives in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Debt Financing or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under Applicable Law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof). 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 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, IN EACH CASE INCLUDING ANY LEGAL PROCEEDING AGAINST ANY FINANCING SOURCE ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED HEREBY OR THE DEBT FINANCING. Each party hereto (a) certifies that no Representative of any other manner provided by Law. Each Party irrevocably consents party has represented, expressly or otherwise, that such 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 grants any such court jurisdiction over (c) acknowledges that it and the person of such other parties andhereto have been induced to enter into this Agreement, to by, among other things, the extent permitted by Law, over the subject matter of such dispute mutual waiver and consents to service of process inside or outside the territorial jurisdiction of the courts referred to certifications in this Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law9.8.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHThis Agreement, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each of the Parties hereby irrevocably CVRs and unconditionally submits, for itself all actions arising under or in connection therewith shall be governed by and its property, to construed in accordance with the exclusive personal jurisdiction of the Court of Chancery laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof. Each of the parties hereto (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware and any state appellate court therefrom or, if (and but only if) such court finds it lacks subject matter jurisdiction, the Superior United States District Court of sitting in New Castle County in the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereoftherefrom (collectively, solely the “Delaware Courts”); and (ii) consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in respect accordance with Section 6.1. Each of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby parties irrevocably and unconditionally (i1) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereofCourts, (ii2) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereofCourts, (iii3) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts the Delaware Courts and (iv4) waives, to the fullest extent permitted by Lawlaw, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courtsthe Delaware Courts. Each of the Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawEACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING BETWEEN THE PARTIES (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE), INCLUDING ANY COUNTERCLAIM, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF. Each Party irrevocably consents to and grants any such court jurisdiction over the person of such parties andEACH PARTY HERETO (A) MAKES THIS WAIVER VOLUNTARILY AND (B) ACKNOWLEDGES THAT SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, to the extent permitted by LawAMONG OTHER THINGS, over the subject matter of such dispute and consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by LawTHE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.5(C).

Governing Law; Jurisdiction; Waiver of Jury Trial. If this Agreement/Resolutions relates to Accounts established and/or maintained at (ai) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHHSBC Bank USA, GOVERNED BYNational Association (other than in the State of California) or HSBC Brokerage (USA) Inc. or any other broker-dealer affiliate of any of them, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each of the Parties hereby irrevocably and unconditionally submits, for itself and its property, it shall be subject to the exclusive personal jurisdiction of the Court of Chancery laws of the State of DelawareNew York, orwithout regard to conflicts of law principles thereof, if and actions relating to this Agreement/Resolutions may be commenced only in New York state or federal court in New York County; (and only ifii) such court finds HSBC Private Bank International, it lacks shall be subject matter jurisdiction, to the Superior Court laws of the State of Delaware (Complex Commercial Division) orFlorida, if subject matter jurisdiction over the matter that is the subject without regard to conflicts of the action law principles thereof, and actions relating to this Agreement/Resolutions may be commenced only in Florida state or proceeding is vested exclusively in the federal courts of the United States of America, the federal court in Dade County, (iii) branches of the United States of America HSBC Bank USA, National Association located in the County State of New CastleCalifornia, Delaware, and any appellate court from any thereof, solely in respect of it shall be subject to the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery laws of the State of DelawareCalifornia, orwithout regard to conflicts of law principles thereof, if (and actions related to this Agreement/Resolutions may be commenced only if) such in a California state or federal court finds it lacks subject matter jurisdictionin Los Angeles County. The Organization, the Superior Court each of the State of Delaware (Complex Commercial Division) orundersigned and each Indemnifying Person hereby submits, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waivescircumstances, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action above referenced courts for any dispute arising directly or proceeding in such courts. Each indirectly out of the Parties this Agreement/Resolutions, each agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to and grants 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 consents to service of process inside in such action shall be valid when made by registered or outside certified mail to their last address in the territorial jurisdiction records of the courts referred relevant entity in the HSBC Group, and each waives any objection it may have to jurisdiction or venue in such court or any objection or defense of inconvenient forum in such court. EACH APPLICABLE ENTITY IN THE HSBC GROUP, THE ORGANIZATION, EACH OF THE UNDERSIGNED AND EACH INDEMNIFYING PERSON HEREBY WAIVE ANY RIGHT SUCH PERSON OR ENTITY MAY HAVE TO A JURY TRIAL IN SUCH COURTS WITH RESPECT TO ALL MATTERS ARISING OUT OF OR RELATED TO THIS AGREEMENT/RESOLUTIONS. Ratification/Revocation • All transactions and agreements previously entered into, and all acts done or omitted in the name of or for the Account of the Organization, with or through the HSBC Group, including, but not limited to, transactions and agreements such as those indicated in this Section 6.5(aAgreement/Resolutions, are hereby ratified, confirmed and approved. • The relevant HSBC branch or office may rely on this Agreement/Resolutions as to the Organization’s Accounts with it until it receives written notice of revocation at the address of the office or branch where such Account is maintained or to such other address specified in writing by HSBC, and has had a reasonable opportunity to act on it. In the case of a partnership or limited liability partnership, each partner (other than the limited partners of a limited partnership) will remain jointly and severally liable for all obligations of the partnership, or of any present or future partner, incurred or contracted before receipt of notice and opportunity to act on such notice by the relevant HSBC office, as to any dissolution or termination of the partnership (whether by the death, resignation or removal of any partner or otherwise). All notices shall be sent to the relevant HSBC branch or office at its address or to such other address specified in writing by HSBC. This Agreement/Resolutions is in addition to, and not in replacement of, designations of authority previously or simultaneously provided to HSBC, all of which may continue to be relied upon by HSBC. Unless specifically designated as a revocation, this Agreement/Resolutions and future designations of Representatives or other authorized persons shall be cumulative and will be deemed additions, not substitutions. Any one of the following: corporate secretary or any officer, general partner, partner (other than a limited partner of a limited partnership), member, manager or trustee (in the manner provided for notices in Section 6.2case, respectively, of a corporation, limited partnership, partnership or limited liability partnership, limited liability company or trust, as the case may be) is hereby authorized to change existing and to provide new designations of Representatives or other authorized persons. Nothing in this Agreement will affect the right HSBC may, but is not required to, request confirmation of authority of any Party Representative. Representatives As certified above, each of the Representatives is listed below. [Specify name, title or function of representatives of the Organization who have power and authority to serve process in any other manner permitted by Lawact under this Agreement/Resolutions and bind the Organization (e.g.: president, general partner, manager, member, agent, attorney-in-fact, investment advisor, trustee).] Print Name Title/Function Signature 6 Special Provisions (if any) Signatures (see signature instructions on next page) Certification, consent and agreement: Date _ _ Print Name/Title Signature Name/Title Signature Name/Title Signature Name/Title Signature Name/Title Signature Name/Title Signature Name/Title Signature Corporations only

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITH, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each This Letter of Transmittal shall be governed and construed in accordance with Laws of the Parties hereby irrevocably and unconditionally submits, for itself and its property, State of Delaware without giving effect to the exclusive personal jurisdiction any choice or conflict of law provision or rule (whether of the Court State of Chancery Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware. All actions and proceedings based upon, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court arising out of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) to this Agreement and Letter of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may Transmittal shall be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court state courts of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located sitting in the County City of New Castle, Delaware, as applicableWilmington, and any appellate court from any thereof, (iii) waives, the parties hereto hereby irrevocably submit to the fullest extent it may legally and effectively do soexclusive jurisdiction of such courts (and, any objection that it may now or hereafter have to in the jurisdiction or laying case of venue of appeals, appropriate appellate courts therefrom) in any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding in such courtsproceeding. Each of the Parties The above signed agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each Party irrevocably consents to THE ABOVE SIGNED HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THE NEGOTIATION, EXECUTION, PERFORMANCE, AND ENFORCEMENT OF THE LETTER OF TRANSMITTAL OR ANY OTHER AGREEMENT ENTERED INTO IN CONNECTION HEREWITH AND FOR ANY COUNTERCLAIM WITH RESPECT THERETO. **** DRAFT NONE OF PURCHASER, THE STOCKHOLDER REPRESENTATIVE OR THE COMPANY IS GIVING ANY TAX ADVICE IN CONNECTION WITH THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY. HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF SUCH TRANSACTIONS. EXHIBIT I Form of Registration Rights Agreement Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of [___________], 2022, by and grants any such court jurisdiction over among Xxxx Water Solutions Corporation, a Delaware corporation (the person of such parties and“Company”), to the extent permitted by Law, over the subject matter of such dispute and consents to service of process inside or outside the territorial jurisdiction each of the courts stockholders listed on Schedule A hereto, each of whom is referred to in this Section 6.5(a) in herein as a “ Holder” and collectively, the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law“Holders”.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and all claims or causes of action (awhether in contract, tort or otherwise) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHthat may be based upon, GOVERNED BYarise out of or relate to this Agreement or the negotiation, AND CONSTRUED IN ACCORDANCE WITHexecution or performance of this Agreement (including any claim or cause of action based upon, THE LAWS OF THE STATE OF DELAWAREarising 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 law of the State of Delaware, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTIONregardless of the laws that might otherwise govern under applicable principles of conflicts of laws. Each of the Parties parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive personal jurisdiction of the Delaware Court of Chancery of the State of Delaware, (or, only if (and only if) such the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States District Court for the District of America, the federal court of the United States of America located in the County of New Castle, Delaware), and any appellate court from any thereof, solely in respect any action or proceeding arising out of or relating to this Agreement or the interpretation and enforcement negotiation, execution or performance of the provisions of this Agreement (and including any claim or cause of action based upon, arising under out of or relating to) this Agreement and of the documents referred related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and in respect of the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim all claims in respect of any such action or proceeding may shall be heard and determined in the such Delaware Court of Chancery of the State of Delaware, (or, only if (and only if) such the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States District Court for the District of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof), (iiib) waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the jurisdiction or laying of venue of any such suit, action or proceeding arising out of or relating 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 such courts and or in connection with this Agreement) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (ivc) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courts. Each of the Parties court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and grants complaint and any such court jurisdiction over other process in any other Proceeding relating to the person transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such parties and, process to such Party at the extent permitted by Law, over the subject matter of such dispute and consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices applicable address set forth in Section 6.212.3. Nothing in this Agreement will Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO 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 THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.9.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHThis Agreement, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each including the validity hereof and the rights and obligations of the Parties hereby irrevocably parties hereunder, shall be governed by, and unconditionally submitsconstrued in accordance with, for itself and its property, the internal laws (as opposed to the exclusive personal jurisdiction conflicts of law provisions, but including sections 5-1401 and 5-1402 of the Court of Chancery general obligations law of the State of Delaware, or, if (New York) and only if) such court finds it lacks subject matter jurisdiction, the Superior Court decisions of the State of Delaware (Complex Commercial Division) orNew York. Each party hereto hereby irrevocably submits to the nonexclusive jurisdiction of any New York or Federal court sitting in the City of New York, if subject matter jurisdiction New York over the matter that is the subject of the any suit, action or proceeding is vested exclusively in the federal courts arising out of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) to this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do sopermitted or not prohibited by law, any objection that which it may now or hereafter have to the jurisdiction or laying of the venue of any such suit, action or proceeding brought in such courts a court and (iv) waivesany claim that any such suit, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding brought in such courtsa court has been brought in an inconvenient forum. Each of the Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawEACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). Each Party irrevocably consents to and grants any such court jurisdiction over the person of such parties andEACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, to the extent permitted by LawAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, over the subject matter of such dispute and consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(aEXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) in the manner provided for notices in Section 6.2ACKNOWLEDGES 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 19. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law.[Signature pages follow]

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHThis Agreement, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each including the validity hereof and the rights and obligations of the Parties hereby irrevocably parties hereunder, and unconditionally submitsall amendments and supplements hereof and all waivers and consents hereunder, for itself shall be construed in accordance with and its property, to governed by the exclusive personal jurisdiction of the Court of Chancery domestic substantive laws of the State of DelawareNew York without giving effect to any choice of law or conflicts of law provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction. Each party hereto, orto the extent that it may lawfully do so, if (hereby consents to service of process, and only if) such court finds it lacks subject matter jurisdictionto be sued, in the Superior Court State of New York and consents to the jurisdiction of the courts of the State of Delaware (Complex Commercial Division) orNew York sitting in New York County and the United States District Court for the Southern District of New York, if subject matter as well as to the jurisdiction over of all courts to which an appeal may be taken from such courts, for the matter purpose of any suit, action or other proceeding arising out of any of its obligations hereunder and under the Credit Agreement and the other Collateral Documents 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. Each party hereto further agrees that is the subject of the a summons and complaint commencing an action or proceeding is vested exclusively 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 14 or as otherwise provided under the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery laws of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdictionNew York. Notwithstanding the foregoing, the Superior Court each party hereto agrees that nothing contained in this Section 16 shall preclude the institution of any such suit, action or other proceeding in any jurisdiction other than the State of Delaware (Complex Commercial Division) orNew York. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to and grants 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 consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by LawACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST IT IN RESPECT OF ITS OBLIGATIONS HEREUNDER AND UNDER THE CREDIT AGREEMENT AND ANY OF THE OTHER COLLATERAL DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND BY THE CREDIT AGREEMENT AND THE OTHER COLLATERAL DOCUMENTS.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHThis Agreement shall be governed by, GOVERNED BYinterpreted under, AND CONSTRUED IN ACCORDANCE WITHand construed and enforced in accordance with, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each of the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive personal jurisdiction of the Court of Chancery laws of the State of Delaware, or, if without giving effect to any choice or conflict of laws provision or rule (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court whether of the State of Delaware (Complex Commercial Divisionor of any other jurisdiction) or, if subject matter jurisdiction over that would cause the matter that is the subject application of the action laws of any jurisdiction other than the State of Delaware. All Actions arising out of or proceeding is vested relating to this Agreement shall be heard and determined exclusively in the federal courts of the United States of America, the any state or federal court of the United States of America located sitting in the County state of New CastleDelaware. Consistent with the preceding sentence, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby (a) submits to the exclusive jurisdiction of any federal or state court sitting in the state of Delaware for the purpose of any Action arising out of or relating to this Agreement brought by any Party and (b) irrevocably waives, and unconditionally (i) agrees not to commence assert by way of motion, defense, or otherwise, in any such action or proceeding except in the Court of Chancery of the State of DelawareAction, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have is not subject personally to the jurisdiction or laying of the above-named courts, that the Action is brought in an inconvenient forum, that the venue of any such action the Action is improper, or proceeding in such courts and (iv) waives, to that this Agreement or the fullest extent permitted transactions contemplated by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties agrees that a final judgment in any such action or proceeding shall be conclusive and this Agreement may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to and grants 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 consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(aabove-named courts. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) in the manner provided for notices in Section 6.2ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, ACTION, CLAIM, CAUSE OF ACTION, SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by LawEACH PARTY ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTY THAT THIS SECTION 12.11 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THE PARTIES ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT AND ANY OTHER AGREEMENTS RELATING HERETO OR CONTEMPLATED HEREBY. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 12.11 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In any action between any of the parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITH, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each of the Parties hereby irrevocably and unconditionally submits, for itself consents and its property, submits to the exclusive personal jurisdiction and venue of the Court of Chancery of the State of DelawareDelaware in and for New Castle County, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter unless the federal courts have exclusive jurisdiction over the matter that is the subject matter, in which case each of the action or proceeding is vested exclusively in parties irrevocably and unconditionally consents and submits to the federal courts jurisdiction of the United States District Court for the District of America, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of ); (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (ib) agrees that it will not attempt to commence deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such action or proceeding except in any court other than the Court of Chancery of the State of DelawareDelaware in and for New Castle County, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter unless the federal courts have exclusive jurisdiction over the matter that is the subject matter, in which case each of the parties agrees that it will not bring such action or proceeding is vested exclusively in the federal courts of any court other than the United States District Court for the District of AmericaDelaware). Service of any process, the federal court of the United States of America located summons, notice or document to any party’s address and in the County manner set forth in Section 6.4 shall be effective service of New Castleprocess for any such action. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, DelawareAND THEREFORE IT HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS. EACH PARTY ACKNOWLEDGES, as applicableAGREES AND CERTIFIES THAT: (i) NO REPRESENTATIVE, and any appellate court from any thereofAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts and IT MAKES SUCH WAIVER VOLUNTARILY; AND (iv) waivesIT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, to the fullest extent permitted by LawAMONG OTHER THINGS, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to and grants 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 consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by LawTHE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.11.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed and construed in accordance with the laws of the State of Maryland applicable to contracts made and performed entirely within such state, without regard to any applicable conflicts of law principles that would cause the application of the laws of another jurisdiction. The parties hereto agree that any 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 contemplated hereby shall be brought in the Circuit Court for Mxxxxxxxxx County, Maryland, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Maryland, and the appellate courts to which orders and judgments therefore may be appealed (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHcollectively, GOVERNED BYthe “Acceptable Courts”). In any such judicial proceeding, AND CONSTRUED IN ACCORDANCE WITHeach of the parties further consents to the assignment of any proceeding in the Circuit Court for Mxxxxxxxxx County, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTIONMaryland to the Business and Technology Case Management Program pursuant to Maryland Rule 16-205 (or any successor thereof). Each of the Parties hereby irrevocably and unconditionally submits, for itself and its property, parties hereto submits to the exclusive personal jurisdiction of the any Acceptable Court in any Proceeding seeking to enforce any provision of, or based on any matter arising out of Chancery of the State of Delawareor in connection with, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of or the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any waives the benefit of jurisdiction derived from present or future domicile or otherwise in such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) Proceeding. Each party hereto irrevocably waives, to the fullest extent it may legally and effectively do sopermitted by law, any objection that it may now or hereafter have to the jurisdiction or laying of the venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties agrees that a final judgment Proceeding in any such action Acceptable Court or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or that any such Proceeding brought in any other manner provided by Lawsuch Acceptable Court has been brought in an inconvenient forum. 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 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 irrevocably consents party hereto (a) certifies that no representative of any other party has represented, expressly or otherwise, that such 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 grants any such court jurisdiction over (c) acknowledges that it and the person of such other parties andhereto have been induced to enter into this Agreement, to by, among other things, the extent permitted by Law, over the subject matter of such dispute mutual waiver and consents to service of process inside or outside the territorial jurisdiction of the courts referred to certifications in this Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law7.11.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHThis Agreement shall be construed, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each of performed and enforced in accordance with the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive personal jurisdiction of the Court of Chancery Laws of the State of Delaware, or, if (and only if) New York without giving effect to its principles or rules of conflict of laws to the extent such court finds it lacks subject matter jurisdiction, principles or rules would require or permit the Superior Court application of the Laws of another jurisdiction other than the State of Delaware (Complex Commercial Division) orNew York except that the following matters arising out of or relating to this Agreement shall be construed, if subject matter jurisdiction over performed and enforced in accordance with the matter that is the subject Laws of the action or proceeding is vested exclusively Cayman Islands in respect of which the federal Parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the United States of AmericaCayman Islands: the Merger, the federal vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in Company T, the cancellation of Company T Shares in consideration of the issue of Company Y Class A Shares, the rights provided for in Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, the fiduciary or other duties of the Company T Board and the Company Y Board, and the internal corporate affairs of Company T and Company Y. Save as aforesaid any Proceeding (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement, the other Transaction Agreements or the transactions contemplated hereby or thereby, including any Proceeding against any Company T Related Party or Company Y Related Party, shall be brought solely and exclusively in any New York State court or Federal court of the United States of America located sitting in the County of New Castle, Delaware, and any appellate court from any thereof, solely York in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courtsYork. Each of the Parties hereto agrees that a final judgment (subject to any appeals therefrom) in any such action or proceeding Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawXxx. Each Party hereby irrevocably consents submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and grants hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court jurisdiction over in accordance with the person provisions of such parties andthis Section 9.4(a). Each of the Parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, over the subject matter defense of an inconvenient forum to the maintenance of such dispute Proceeding in any such court. Each of the Parties hereto hereby irrevocably and unconditionally consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices in Section 6.29.3. Nothing in this Agreement or any of the other Transaction Agreements will affect the right of any Party to this Agreement to serve process in any other manner permitted by Law.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed and construed in accordance with the Laws of the State of Maryland applicable to contracts made and performed entirely within such state, without regard to any applicable conflicts of law principles that would cause the application of the Laws of another jurisdiction, except (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHto the extent governed by the Investment Company Act, GOVERNED BYin which case the Investment Company Act shall control and (b) Merger 2A is governed by the Delaware Statutory Trust Act. The parties hereto agree that any Proceeding brought by any party to enforce any provision of, AND CONSTRUED IN ACCORDANCE WITHor based on any matter arising out of or in connection with, THE LAWS OF THE STATE OF DELAWAREthis Agreement or the Transactions shall be brought in the Circuit Court for Baltimore City, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTIONMaryland, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Maryland, Northern Division and the appellate courts to which orders and judgments therefore may be appealed (collectively, the “Acceptable Courts”). In any such judicial proceeding, each of the parties further consents to the assignment of any proceeding in the Circuit Court for Baltimore City, Maryland to the Business and Technology Case Management Program pursuant to Maryland Rule 16-205 (or any successor thereof). Each of the Parties 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 and unconditionally submits, for itself and its property, to waives the exclusive personal benefit of jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) derived from present or future domicile or otherwise in such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby Proceeding. Each party hereto irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do sopermitted by Law, any objection that it may now or hereafter have to the jurisdiction or laying of the venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties agrees that a final judgment Proceeding in any such action Acceptable Court or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or that any such Proceeding brought in any other manner provided by Lawsuch Acceptable Court has been brought in an inconvenient forum. 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 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 irrevocably consents party hereto (a) certifies that no representative of any other party has represented, expressly or otherwise, that such 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 grants any such court jurisdiction over (c) acknowledges that it and the person of such other parties andto this Agreement have been induced to enter into this Agreement, to by, among other things, the extent permitted by Law, over the subject matter of such dispute mutual waiver and consents to service of process inside or outside the territorial jurisdiction of the courts referred to certifications in this Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law11.6.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHThis Agreement shall be governed by, GOVERNED BYand construed and enforced in accordance with, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each of the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive personal jurisdiction of the Court of Chancery laws of the State of Delaware, or, if without regard to any choice or conflict of law provision or rule (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each of the parties hereto (Complex Commercial Divisiona) orsubmits to the personal jurisdiction of the Delaware Court of Chancery in and for New Castle County, if or in the event (but only in the event) that such Delaware Court of Chancery does not have subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of such dispute, the United States District Court for the District of AmericaDelaware, or in the federal court of event (but only in the event) that such United States of America located District Court also does not have jurisdiction over such dispute, any Delaware State court sitting in New Castle County, in the County event any dispute (whether in contract, tort or otherwise) arises out of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of or the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (ib) agrees that it will not attempt to commence 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 claim, action or proceeding except relating to this Agreement or the transactions contemplated hereby in any court other than the Delaware Court of Chancery of in and for New Castle County, or in the State of Delaware, or, if event (and but only ifin the event) that such court finds it lacks subject matter jurisdiction, the Superior Delaware Court of the State of Delaware (Complex Commercial Division) or, if Chancery does not have subject matter jurisdiction over the matter that is the subject of the such claim, action or proceeding is vested exclusively in the federal courts of proceeding, the United States of America, District Court for the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State District of Delaware, or, if or in the event (and but only ifin the event) that such court finds it lacks subject matter jurisdiction, the Superior United States District Court of the State of Delaware (Complex Commercial Division) or, if subject matter also does not have jurisdiction over the matter that is the subject of the such claim, action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do soproceeding, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding Delaware State court sitting in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courtsNew Castle County. Each of the Parties party agrees that a final judgment service of process upon such party in any such claim, action or proceeding shall be conclusive and may be enforced effective if notice is given in other jurisdictions by suit on accordance with the judgment or in any other manner provided by Lawprovisions of this Agreement. Each Party irrevocably consents to and grants any such court jurisdiction over the person of such parties andEACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, to the extent permitted by LawANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM, over the subject matter of such dispute and consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(aACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by LawCERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.7.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHThis Agreement shall be construed, GOVERNED BYperformed and enforced in accordance with the Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York, AND CONSTRUED IN ACCORDANCE WITHexcept that the following matters arising out of or relating to this Agreement shall be construed, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the Parties hereby irrevocably and unconditionally submits, for itself and its property, submit to the non-exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of AmericaCayman Islands: the Merger, the federal vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in VanceInfo, the cancellation of VanceInfo Shares in consideration of the issue of HiSoft Shares, the fiduciary or other duties of the VanceInfo Board and the HiSoft Board; and the internal corporate affairs of VanceInfo and HiSoft. Except as provided in the prior sentence, any Proceeding (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement, the other Transaction Agreements or the transactions contemplated hereby or thereby, including any Proceeding against any VanceInfo Related Party or HiSoft Related Party, shall be brought solely and exclusively in any New York State court or Federal court of the United States of America located sitting in the County of New Castle, Delaware, and any appellate court from any thereof, solely York in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courtsYork. Each of the Parties agrees that a final judgment (subject to any appeals therefrom) in any such action or proceeding 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 hereby irrevocably consents submits to the exclusive jurisdiction of such courts in respect of any such Proceeding, and grants hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any such court jurisdiction over in accordance with the person provisions of such parties andthis Section 9.4(a). Each of the Parties hereby irrevocably waives, to the fullest extent permitted by Law, over the subject matter defense of an inconvenient forum to the maintenance of such dispute Proceeding in any such court. Each of the Parties hereby irrevocably and unconditionally consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices in Section 6.29.3. Nothing in this Agreement or any of the other Transaction Agreements will affect the right of any Party to this Agreement to serve process in any other manner permitted by Law. The consent to jurisdiction set forth in this Section 9.4 shall not constitute a general consent to service of process in the State of New York and shall have no effect for any purpose except as provided in this Section. The Parties agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed and construed in accordance with the Laws of the State of Maryland applicable to contracts made and performed entirely within such state, without regard to any applicable conflicts of law principles that would cause the application of the Laws of another jurisdiction, except to the 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 or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the Circuit Court for Baltimore City, Maryland, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Maryland, and the appellate courts to which orders and judgments therefor may be appealed (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHcollectively, GOVERNED BYthe “Acceptable Courts”). In any such judicial proceeding, AND CONSTRUED IN ACCORDANCE WITHeach of the parties further consents to the assignment of any proceeding in the Circuit Court for Baltimore City, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTIONMaryland to the Business and Technology Case Management Program pursuant to Maryland Rule 16-205 (or any successor thereof). Each of the Parties hereby irrevocably and unconditionally submits, for itself and its property, parties hereto submits to the exclusive personal jurisdiction of the any Acceptable Court in any Proceeding seeking to enforce any provision of, or based on any matter arising out of Chancery of the State of Delawareor in connection with, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of or the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any waives the benefit of jurisdiction derived from present or future domicile or otherwise in such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) Proceeding. Each party hereto irrevocably waives, to the fullest extent it may legally and effectively do sopermitted by Law, any objection that it may now or hereafter have to the jurisdiction or laying of the venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties agrees that a final judgment Proceeding in any such action Acceptable Court or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or that any such Proceeding brought in any other manner provided by Lawsuch Acceptable Court has been brought in an inconvenient forum. 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 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 irrevocably consents party hereto (a) certifies that no Representative of any other party has represented, expressly or otherwise, that such 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 grants any such court jurisdiction over (c) acknowledges that it and the person of such other parties andhereto have been induced to enter into this Agreement, to by, among other things, the extent permitted by Law, over the subject matter of such dispute mutual waiver and consents to service of process inside or outside the territorial jurisdiction of the courts referred to certifications in this Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law9.8.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITH, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS INTERNAL LAW OF THE STATE OF DELAWARENEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS PRINCIPLES THEREOF LAW TO THE EXTENT THAT WOULD RESULT IN THE APPLICATION OF THE LAW LAWS OF ANY OTHER STATE OR ANOTHER JURISDICTION WOULD DIRECT A MATTER TO ANOTHER JURISDICTIONBE REQUIRED THEREBY. Each of the Parties hereby irrevocably and unconditionally submitsAny legal suit, for itself and its property, to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively arising out of or based upon this Indenture or the transactions contemplated hereby may be instituted in the federal courts of the United States of America, the federal court of the United States of America located in the County City of New Castle, Delaware, and any appellate court from any thereof, solely in respect York or the courts of the interpretation and enforcement State of New York in each case located in the provisions City of New York (and any claim or cause of action arising under or relating to) this Agreement and of collectively, the documents referred to in this Agreement, and in respect of the transactions contemplated hereby“Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The Company, the Trustee and the Holders (by their acceptance of the Parties Notes) each hereby irrevocably and unconditionally (i) agrees not to commence waive any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, objection to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim any such courts suit, action or other proceeding has been brought in an inconvenient forum. The Company, the Trustee and the Holders (ivby their acceptance of the Notes) waiveseach hereby irrevocably waive, to the fullest extent permitted by Lawapplicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Indenture, the defense Notes or the transactions contemplated hereby or thereby. The Company will furnish to any Holder upon written request and without charge a copy of an inconvenient forum the Indenture. Requests may be made to: American Airlines, Inc. 0 Xxxxxxx Xxxxx Xxxx Xxxxx, XX 00000 Attention: Treasurer EXHIBIT A Assignment Form To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to: ____________________________________________ (Insert assignee’s legal name) ______________________________________________________________________________ (Insert assignee’s soc. sec. or tax I.D. no.) ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ (Print or type assignee’s name, address and zip code) and irrevocably appoint __________________________________________________________ to transfer this Note on the books of the Company. The agent may substitute another to act for him. Date: _______________ Your Signature: ____________________________ (Sign exactly as your name appears on the face of this Note) Signature Guarantee*: _____________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the maintenance Trustee). EXHIBIT A Option of such action Holder to Elect Purchase If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or proceeding in such courts. Each 4.16 of the Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on Indenture, check the judgment or in any other manner provided by Law. Each Party irrevocably consents to and grants 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 consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law.appropriate box below:

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHThis Agreement, GOVERNED BYand any claim, AND CONSTRUED IN ACCORDANCE WITHsuit, THE LAWS OF THE STATE OF DELAWAREaction or proceeding in any way arising out of or relating to this Agreement, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTIONthe negotiation, execution or performance of this Agreement, the transactions contemplated hereby or the legal relationship of the parties hereto (whether at law or in equity, and whether in contract or in tort or otherwise), shall be governed by and enforced pursuant to the laws of the State of Delaware, without giving effect to rules of conflict of laws that would result in the application of laws of any other jurisdiction. Each party hereby irrevocably agrees and consents to be subject to the exclusive jurisdiction of the Parties hereby irrevocably Court of Chancery in the State of Delaware situated in New Castle County and unconditionally submits, for itself and its propertyany State of Delaware appellate court therefrom or, to the exclusive personal jurisdiction of extent the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks Delaware situated in New Castle County does not have subject matter jurisdictionjurisdiction or declines to accept personal jurisdiction over any party, the Superior Court of any state or federal court within New Castle County in the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from therefrom (collectively, the “Chosen Courts”) in any thereofsuit, solely action or proceeding described in respect the immediately preceding sentence of this Section 8.09(a) that is brought by any such party or its successors or assigns. Each party hereby irrevocably consents to the service of any and all process in any such suit, action or proceeding by the delivery of such process in the manner provided in Section 8.01. Each of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby parties hereto irrevocably and unconditionally (i) agrees not to commence waives any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, objection to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action action, suit, claim or proceeding in such courts and (iv) waives, arising out of or relating to the fullest extent permitted by Lawthis Agreement, the defense negotiation, execution or performance of this Agreement, the transactions contemplated hereby or the legal relationship of the parties hereto (whether at law or in equity, and whether in contract or in tort or otherwise) in the Chosen Courts and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any Chosen Court that any such action, suit, claim or proceeding brought in any Chosen Court has been brought in an inconvenient forum to the maintenance of such action or proceeding in such courtsforum. Each of the Parties parties hereto hereby agrees that a final judgment it will not bring or support, or permit any of its Affiliates to bring or support, any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether at law or in equity, whether in contract or in tort or otherwise, in any way relating to this Agreement or any of the transactions contemplated by this Agreement, in any forum other than the Chosen Courts, and that the provisions of Section 8.09(c) relating to the waiver of jury trial shall apply to any such action action, cause of action, claim, cross-claim or third-party claim. The parties further agree that any final and nonappealable judgment against any of them in any action, suit or proceeding described in the first sentence of this Section 8.09(a) shall be conclusive and may be enforced in any other jurisdictions jurisdiction within or outside the United States by suit on judgment, a certified copy of which shall be conclusive evidence of the judgment or in any other manner provided by Law. Each Party irrevocably consents to fact and grants any such court jurisdiction over the person amount of such parties and, to the extent permitted by Law, over the subject matter of such dispute and consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Lawjudgment.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed and construed in accordance with the Laws of the State of Maryland applicable to contracts made and performed entirely within such state, without regard to any applicable conflicts of law principles that would cause the application of the 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 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 Circuit Court for Baltimore City, Maryland, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Maryland, Northern Division and the appellate courts to which orders and judgments therefore may be appealed (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHcollectively, GOVERNED BYthe “Acceptable Courts”). In any such judicial proceeding, AND CONSTRUED IN ACCORDANCE WITHeach of the parties further consents to the assignment of any proceeding in the Circuit Court for Baltimore City, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTIONMaryland to the Business and Technology Case Management Program pursuant to Maryland Rule 16-205 (or any successor thereof). Each of the Parties 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 and unconditionally submits, for itself and its property, to waives the exclusive personal benefit of jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) derived from present or future domicile or otherwise in such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby Proceeding. Each party hereto irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do sopermitted by Law, any objection that it may now or hereafter have to the jurisdiction or laying of the venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties agrees that a final judgment Proceeding in any such action Acceptable Court or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or that any such Proceeding brought in any other manner provided by Lawsuch Acceptable Court has been brought in an inconvenient forum. 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 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 irrevocably consents party hereto (a) certifies that no representative of any other party has represented, expressly or otherwise, that such 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 grants any such court jurisdiction over (c) acknowledges that it and the person of such other parties andto this Agreement have been induced to enter into this Agreement, to by, among other things, the extent permitted by Law, over the subject matter of such dispute mutual waiver and consents to service of process inside or outside the territorial jurisdiction of the courts referred to certifications in this Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law11.6.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Commitment Letter and the Fee Letter shall be governed by, and construed and enforced in accordance with, the laws of the state of New York; provided that (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHthe interpretation of the definition of “Material Adverse Effect” (as defined in the Acquisition Agreement) (and whether or not a Material Adverse Effect has occurred), GOVERNED BY(b) the determination of the accuracy of any Specified Acquisition Agreement Representation and whether as a result of any inaccuracy thereof you or any of your affiliates have the right to terminate your or their obligations thereunder or refuse or decline to consummate the Acquisition and (c) the determination of whether the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement, AND CONSTRUED IN ACCORDANCE WITHshall be governed by, THE LAWS OF THE STATE OF DELAWAREand construed in accordance with, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTIONthe laws of the State of Texas, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Each of the Parties parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive personal jurisdiction of the Court of Chancery of the any New York State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal Federal court of the United States of America located sitting in the County of New Castle, DelawareYork City, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court arising out of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdictionor relating to this Commitment Letter, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of AmericaFee Letter, the federal court Facility, the use of proceeds thereof, the United States Transactions or any other transaction contemplated hereby or thereby, or for recognition or enforcement of America located in the County of New Castle, Delaware, as applicableany judgment, and any appellate court from any thereof, (ii) agrees that any claim all claims in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the such New York State of Delaware, court or, if (and only if) to the extent permitted by law, in such court finds it lacks subject matter jurisdictionFederal court; provided that, to the Superior Court of extent that the New York State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action courts or proceeding is vested exclusively in the federal Federal courts of the United States of AmericaAmerica sitting in New York City dismiss for lack of jurisdiction or otherwise refuse to hear any legal action or proceeding, each party hereto shall accept the federal court jurisdiction of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereofother applicable court, (iiib) waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the jurisdiction or laying of venue of any such suit, action or proceeding arising out of or relating to this Commitment Letter or the transactions contemplated hereby or thereby in any New York State court or in any such courts Federal court and (ivc) waives, to the fullest extent permitted by Lawlaw, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawcourt. Each Party irrevocably consents to and grants any such court jurisdiction over the person of such parties andEACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, to the extent permitted by LawTO THE MAXIMUM EXTENT IT MAY DO SO UNDER APPLICABLE LAW, over the subject matter of such dispute and consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(aANY RIGHT TO TRIAL BY JURY IN ANY DISPUTE, ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by LawBROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS COMMITMENT LETTER OR ITS INTERPRETATION OR THE PERFORMANCE OF SERVICES HEREUNDER.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHThis Agreement shall be governed in all respects, GOVERNED BYincluding validity, AND CONSTRUED IN ACCORDANCE WITHinterpretation and effect, THE LAWS OF THE STATE OF DELAWAREby the law of the State of New York, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTIONregardless of the law that might be applied under principles of conflict of laws to the extent such principles would require or permit the application of the laws of another jurisdiction. Each of the Parties hereby parties hereto irrevocably and unconditionally submits1) agrees that any legal suit, for itself and its property, to action or proceeding brought by any party hereto arising out of or based upon this Agreement or the exclusive personal jurisdiction of the Court of Chancery transactions contemplated hereby may be brought in any court of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, New York or Federal District Court for the Superior Court Southern District of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America New York located in the City, County and State of New CastleYork (each, Delawarea “New York Court”), and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii1) waives, to the fullest extent that it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding brought in such courts a New York Court, and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties agrees any claim that a final judgment in any such action or proceeding shall be conclusive and may be enforced brought in other jurisdictions by suit on a New York Court has been brought in an inconvenient forum, 1) submits to the judgment or non-exclusive jurisdiction of any New York Court in any suit, action or proceeding and 1) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, 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 1) no representative, agent or attorney of any other manner provided by Law. Each Party irrevocably consents party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the waiver contained therein, 1) it understands and grants any such court jurisdiction over has considered the person implications of such parties andwaiver, 1) it makes such waiver voluntarily and 1) it has been induced to enter into this Agreement by, among other things, the extent permitted by Law, over the subject matter of such dispute mutual waivers and consents to service of process inside or outside the territorial jurisdiction of the courts referred to certifications contained in this Section 6.5(a) in 7. No Indemnifying Party shall seek any order of a court or other governmental authority that would prohibit or otherwise interfere with the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right performance of any Party to serve process in any of the Indemnifying Parties’ advancement, indemnification and other manner permitted by Lawobligations under this Agreement.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITH, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS INTERNAL LAW OF THE STATE OF DELAWARENEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS PRINCIPLES THEREOF LAW TO THE EXTENT THAT WOULD RESULT IN THE APPLICATION OF THE LAW LAWS OF ANY OTHER STATE OR ANOTHER JURISDICTION WOULD DIRECT A MATTER TO ANOTHER JURISDICTIONBE REQUIRED THEREBY. Each of the Parties hereby irrevocably and unconditionally submitsAny legal suit, for itself and its property, to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively arising out of or based upon this Indenture or the transactions contemplated hereby may be instituted in the federal courts of the United States of America, the federal court of the United States of America located in the County City of New Castle, Delaware, and any appellate court from any thereof, solely in respect York or the courts of the interpretation and enforcement State of New York in each case located in the provisions City of New York (and any claim or cause of action arising under or relating to) this Agreement and of collectively, the documents referred to in this Agreement, and in respect of the transactions contemplated hereby“Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The Company, the Trustee, and the Holders (by their acceptance of the Parties Notes) each hereby irrevocably and unconditionally (i) agrees not to commence waive any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, objection to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim any such courts suit, action or other proceeding has been brought in an inconvenient forum. The Company, the Trustee, and the Holders (ivby their acceptance of the Notes) waiveseach hereby irrevocably waive, to the fullest extent permitted by Lawapplicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Indenture, the defense Notes or the transactions contemplated hereby or thereby. EXHIBIT A The Company will furnish to any Holder upon written request and without charge a copy of an inconvenient forum the Indenture. Requests may be made to: American Airlines, Inc. 0 Xxxxxxx Xxxxx Fort Worth, TX 76155 Attention: Treasurer EXHIBIT A ASSIGNMENT FORM To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to: _______________________________________________________________________________________ (Insert assignee’s legal name) (Insert assignee’s soc. sec. or tax I.D. no.) (Print or type assignee’s name, address and zip code) and irrevocably appoint __________________________________________________________to transfer this Note on the books of the Company. The agent may substitute another to act for him. Date: _______________ Your Signature: ____________________________ (Sign exactly as your name appears on the face of this Note) Signature Guarantee*: _____________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the maintenance Trustee). EXHIBIT A OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 of the Indenture, check the box below: If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10 the Indenture, state the amount you elect to have purchased: $_________ Date: ___________ Your Signature: ____________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _______________________ Signature Guarantee*: ________________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). EXHIBIT A SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such action decrease (or proceeding increase) Signature of authorized officer of Trustee or Custodian EXHIBIT B FORM OF CERTIFICATE OF TRANSFER American Airlines, Inc. 0 Xxxxxxx Xxxxx Fort Worth, TX 76155 Wilmington Trust, National Association 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Minneapolis, MN 55402 Re: 8.500% Senior Secured Notes due 2029 Reference is hereby made to the Indenture, dated as of December 4, 2023 (the “Indenture”), among American Airlines, Inc., as issuer (the “Company”), the Guarantors party thereto and Wilmington Trust, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ________________ (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such courts. Each Note[s] specified in Annex A hereto, in the principal amount of $___________ in such Note[s] or interests (the Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to and grants any such court jurisdiction over the person of such parties and“Transfer”), to ___________________________ (the extent permitted by Law“Transferee”), over as further specified in Annex A hereto. In connection with the subject matter of such dispute and consents to service of process inside or outside Transfer, the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law.Transferor hereby certifies that: [CHECK ALL THAT APPLY]

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHThis Agreement, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each the rights and obligations of the Parties hereby irrevocably parties hereto under this Agreement, and unconditionally submitsany disputes arising under or relating to this Agreement shall be deemed to be made in and in all respects shall be interpreted, for itself construed and its property, to governed by and in accordance with the exclusive personal jurisdiction of the Court of Chancery Law of the State of Delaware, or, if Delaware without regard to the conflict of law principles thereof. (and only ifb) such court finds it lacks subject matter jurisdiction, Each of the Superior Court parties (i) agrees to any disputes arising under or relating to this Agreement being brought before the Chancery Courts of the State of Delaware (Complex Commercial Divisionthe “Chancery Court”) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in Chancery Court declines jurisdiction, any other Delaware state court, and the federal courts of the United States of America, the federal court of the United States of America in each case, located in the New Castle County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) orcollectively, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof“Chosen Courts”), (ii) agrees that any claim in respect of it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereofcourt, (iii) waivesagrees that it will not bring any Proceeding by or before any Governmental Entity relating to this Agreement or any of the transactions contemplated hereby in any court other than the Chosen Courts, to the fullest extent it may legally and effectively do so, (iv) waives any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such Proceeding in the Chosen Courts or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same and (v) consents to service being made through the notice procedures set forth in Section 5.9. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 5.9 shall be effective service of process for any Proceeding in connection with this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing in this Section 5.15(b), a party may commence any legal action or proceeding in such a court other than the above- named courts and (iv) waives, to solely for the fullest extent permitted purpose of enforcing an order or judgment issued by Law, one of the defense of an inconvenient forum to the maintenance of such action or proceeding in such above-named courts. Each of the Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to and grants any such court jurisdiction over the person of such parties and(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, to the extent permitted by Law, over the subject matter of such dispute and consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law.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 7

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN CONSTRUED, PERFORMED AND IN ALL RESPECTS SHALL BE INTERPRETED ENFORCED IN ACCORDANCE WITH, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF DELAWARE, DELAWARE WITHOUT GIVING EFFECT TO CONFLICTS ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES THEREOF THAT OR RULES WOULD RESULT IN REQUIRE OR PERMIT THE APPLICATION OF THE LAW LAWS OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each Any Action arising out of or relating to this Agreement, the Limited Guarantees, the Equity Financing Commitments, the Debt Financing Commitment or the transactions contemplated hereby or thereby, including any Action against any member of the Parties hereby irrevocably Parent Group, shall be brought solely and unconditionally submitsexclusively in the Court of Chancery of the State of Delaware; provided, for itself that if (and its propertyonly after) such courts determine that they lack subject matter jurisdiction over any such legal Action, to such legal Action shall be brought in any Delaware State court or the exclusive personal jurisdiction Federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) the Court of Chancery of the State of Delaware, or, if (the Delaware State courts and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal Federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if determine that they lack subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively any such legal Action, such legal Action shall be brought in the federal courts of the United States of America, District Court for the federal court of the United States of America located in the County Southern District of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courtsYork. Each of the Parties hereto agrees that a final judgment (subject to any appeals therefrom) in any such action or proceeding Action 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 hereby irrevocably consents submits to the exclusive jurisdiction of such courts in respect of any Action arising out of or relating to this Agreement, the Limited Guarantees, the Equity Financing Commitments, the Debt Financing Commitment or the transactions contemplated hereby or thereby, and grants hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement, the Limited Guarantees, the Equity Financing Commitments, the Debt Financing Commitment or the transactions contemplated hereby or thereby in any such court jurisdiction over in accordance with the person provisions of such parties andthis Section 9.7. Each of the Parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, over the subject matter defense of an inconvenient forum to the maintenance of such dispute Action in any such court. Each of the Parties hereto hereby irrevocably and unconditionally consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices in Section 6.29.2 (Notices). Nothing in this Agreement will affect the right of any Party to this Agreement to serve process in any other manner permitted by Law.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITH, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each of This Agreement shall be governed by and construed in accordance with the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court laws of the State of Delaware without reference to the conflicts of law principles thereof to the extent such principles would require or permit the application of laws of another jurisdiction. The parties hereto irrevocably submit to the exclusive jurisdiction of the Delaware Court of Chancery (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject Delaware Court of Chancery shall be unavailable, any other court of the action or proceeding is vested exclusively State of Delaware or, in the case of claims to which the federal courts of the United States of Americahave exclusive subject matter jurisdiction, the any federal court of the United States of America located sitting in the County State of New Castle, Delaware, and ) in any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under out of or relating to) this Agreement and of the documents referred to in this Agreement, and hereby irrevocably agree that all claims in respect of the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (may and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may shall be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action state or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waivescourt. The parties hereto irrevocably waive, to the fullest extent it they may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each and any rights they may have to transfer or change venue of the Parties agrees that a final judgment in any such action or proceeding. The parties hereto further agree, to the fullest extent permitted by law, that judgment against any of them in any action or proceeding contemplated above shall be conclusive and may be enforced in any other jurisdictions jurisdiction within or outside the United States of America by suit on the judgment or in any other manner provided by Lawjudgment. Each Party irrevocably consents to and grants any such court jurisdiction over the person of such parties andEACH OF THE PARTIES ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, to the extent permitted by LawAND THEREFORE EACH 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, over the subject matter of such dispute and consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(aOR THE TRANSACTIONS CONTEMPLATED HEREBY. (A) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by LawEACH PARTY CERTIFIES AND ACKNOWLEDGES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.11.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHThis Agreement and, GOVERNED BY------------------------------------------------- unless explicitly provided otherwise therein, AND CONSTRUED IN ACCORDANCE WITHeach of the other Operative Documents, THE LAWS OF THE STATE OF DELAWAREincluding the validity hereof and thereof and the rights and obligations of the parties hereunder and thereunder, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTIONand 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 domestic substantive laws of The Commonwealth of Massachusetts without giving effect to any choice of law or conflicts of law provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction. Each of the Parties hereby irrevocably and unconditionally submits, for itself and its propertyCompanies, to the exclusive personal extent that it may lawfully do so, hereby consents to service of process, and to be sued, in The Commonwealth of Massachusetts and consents to the jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of The Commonwealth of Massachusetts and the United States District Court for the District of AmericaMassachusetts, as well as to the federal court jurisdiction of all courts to which an appeal may be taken from such courts, for the United States purpose of America located in the County any suit, action or other proceeding arising out of New Castle, Delaware, and any appellate court from any thereof, solely in of its obligations hereunder or thereunder or with respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated herebyhereby or thereby, and each of the Parties hereby irrevocably expressly waives any and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent all objections it may legally and effectively do so, have as to venue in any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties Companies further agrees that a final judgment in any such summons and complaint commencing an action or proceeding in any of such courts shall be conclusive properly served and may be enforced in other jurisdictions shall confer personal jurisdiction if sewed personally or by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents certified mail to and grants 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 consents to service of process inside or outside the territorial jurisdiction of the courts it at its address referred to in this Section 6.5(a) in section 23 or as otherwise provided under the manner provided for notices in Section 6.2laws of The Commonwealth of Massachusetts. Nothing Notwithstanding the foregoing, each of the Companies agrees that nothing contained in this Agreement will affect section 27 shall preclude the right institution of any Party to serve process such suit, action or other proceeding in any jurisdiction other manner permitted by Lawthan The Commonwealth of Massachusetts. EACH OF THE COMPANIES IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST IT IN RESPECT OF ITS OBLIGATIONS HEREUNDER OR THEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHThis Agreement and, GOVERNED BYunless explicitly provided otherwise therein, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each each of the Parties hereby irrevocably other Operative Documents, including the validity hereof and unconditionally submits, for itself thereof and its property, to the exclusive personal jurisdiction rights and obligations of the Court of Chancery parties hereunder and thereunder, and 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 domestic substantive laws of the State of DelawareNew York without giving effect to any choice of law or conflicts of law provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction. The Issuer, orto the extent that it may lawfully do so, if (hereby consents to service of process, and only if) such court finds it lacks subject matter jurisdictionto be sued, in the Superior Court State of New York and consents to the jurisdiction of the courts of the State of Delaware (Complex Commercial Division) orNew York and the United States District Court for the Southern District of New York, if subject matter as well as to the jurisdiction over of all courts to which an appeal may be taken from such courts, for the matter 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 Issuer further agrees that is the subject of the a summons and complaint commencing an action or proceeding is vested exclusively in the federal any of such courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, shall be properly served and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim shall confer personal jurisdiction if served personally or cause of action arising under or relating to) this Agreement and of the documents by certified mail to it at its address referred to in this Agreement, and in respect of Section 21 or as otherwise provided under the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery laws of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdictionNew York. Notwithstanding the foregoing, the Superior Court Issuer 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 Delaware (Complex Commercial Division) orNew York. THE ISSUER IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to and grants 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 consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by LawACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST IT IN RESPECT OF ITS OBLIGATIONS HEREUNDER OR UNDER ANY OTHER OPERATIVE DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT, AND ALL CLAIMS OR CAUSES OF ACTION BASED UPON, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITH, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES THEREOF THAT OR RULES WOULD RESULT IN REQUIRE OR PERMIT THE APPLICATION OF THE LAW LAWS OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each Any claim, action, suit, assessment, arbitration or proceeding (an “Action”) based upon, arising out of or related to this Agreement, or the Parties hereby irrevocably and unconditionally submitstransactions contemplated hereby, for itself and its property, to the exclusive personal jurisdiction of shall be brought in the Court of Chancery of the State of Delaware, Delaware (or, if (and only if) to the extent such court finds it lacks does not have subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) Delaware), or, if subject matter jurisdiction over the matter that is the subject of the action it has or proceeding is vested exclusively can acquire jurisdiction, in the federal courts of the United States District Court for the District of America, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby parties irrevocably and unconditionally (i) agrees not submits to commence the exclusive jurisdiction of each such court in any such action or proceeding except in the Court of Chancery of the State of DelawareAction, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, waives any objection that it may now or hereafter have to the jurisdiction personal jurisdiction, venue or laying to convenience of venue of any such action or proceeding forum, agrees that all claims in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each respect of the Parties agrees that a final judgment Action shall be heard and determined only in any such action court, and agrees not to bring any Action arising out of or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on relating to this Agreement or the judgment or transactions contemplated hereby in any other manner provided by Law. Each Party irrevocably consents to and grants 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 consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices in Section 6.2court. Nothing in this Agreement will herein contained shall be deemed to affect the right of any Party party to serve process in any other 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 14. EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH 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 ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 14.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHThis Agreement and the Note, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each including the validity thereof and the rights and obligations of the Parties hereby irrevocably parties hereunder and unconditionally submitsthereunder, for itself shall be construed in accordance with and its propertygoverned by the laws of the Commonwealth of Massachusetts without reference to the conflicts or choice of law principles thereof. The Borrower, to the exclusive personal extent that it may lawfully do so, hereby consents to service of process, and to be sued, in the Commonwealth of Massachusetts and consents to the jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States Commonwealth of America, the federal court of Massachusetts and the United States District Court for the District of America located in Massachusetts, as well as to the County jurisdiction of New Castleall courts to which an appeal may be taken from such courts, Delawarefor the purpose of any suit, and action or other proceeding arising out of any appellate court from any thereof, solely in of its obligations under the Loan Documents or with respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated herebyhereby or thereby, and each of the Parties hereby irrevocably expressly waives any and unconditionally (i) agrees not all objections it may have as to commence venue in any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) courts. The Borrower further agrees that any claim in respect of any such action or proceeding may be heard a summons and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such complaint commencing an action or proceeding in any of such courts shall be properly served and (iv) waives, shall confer personal jurisdiction if served personally or by certified mail to it at its address provided in Section 9.6 or as otherwise provided under the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each laws of the Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawCommonwealth of Massachusetts. Each Party irrevocably consents to and grants any such court jurisdiction over the person of such parties andTO THE EXTENT PERMITTED BY LAW, to the extent permitted by LawTHE BORROWER AND THE LENDER MUTUALLY HEREBY KNOWINGLY, over the subject matter of such dispute and consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(aVOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH ANY OF THE LOAN DOCUMENTS OR OTHER DOCUMENTS EXECUTED OR CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) in the manner provided for notices in Section 6.2OR ACTIONS OF ANY PARTY. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by LawTHIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR THE LENDER TO ACCEPT THE NOTE AND MAKE THE LOANS.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITH, GOVERNED BY, INTERPRETED AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE JURISDICTION OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each of the Parties parties to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located sitting in the County District of New CastleDelaware (collectively, Delawarethe “Chosen Courts”), and any appellate court from any thereof, solely in respect any action or proceeding arising out of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) to this Agreement and of or the documents referred to agreements delivered in this Agreement, and in respect of connection herewith or the transactions contemplated herebyhereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the Parties parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, Chosen Courts and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, Chosen Courts and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts the Chosen Courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courtsthe Chosen Courts. Each of the Parties parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party party to this Agreement irrevocably consents to and grants 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 consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) Chosen Courts in the manner provided for notices in Section 6.211.4. Nothing in this Agreement will affect the right of any Party party to this Agreement to serve process in any other manner permitted by Law.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Limited Guarantee, and all claims or causes of action (awhether at Law, in contract or in tort or otherwise) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHthat may be based upon, GOVERNED BYarise out of or relate to this Limited Guarantee or the negotiation, AND CONSTRUED IN ACCORDANCE WITHexecution or performance hereof, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each of shall be governed by and construed in accordance with the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive personal jurisdiction of the Court of Chancery Laws of the State of Delaware, or, if without giving effect to any choice or conflict of law provision or rule (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court whether of the State of Delaware (Complex Commercial Divisionor any other jurisdiction) or, if subject matter jurisdiction over that would cause the matter that is the subject application of the action or proceeding is vested exclusively in the federal courts Laws of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of jurisdiction other than the State of Delaware. Each of the parties hereto irrevocably agrees that any legal suit, oraction or proceeding with respect to this Limited Guarantee and the rights and obligations arising hereunder, if (or for recognition and only if) such court finds it lacks subject matter jurisdictionenforcement of any judgment in respect of this Limited Guarantee 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 Superior Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (Complex Commercial Division) or, if subject matter the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the matter that is State of Delaware) (collectively, the subject “Chosen Courts”). Each of the parties hereto hereby irrevocably submits with regard to any such suit, action or proceeding is vested exclusively for itself and in respect of its property, generally and unconditionally, to the federal courts personal jurisdiction of the United States of America, Chosen Courts and agrees that it will not bring any action relating to this Limited Guarantee or the federal transactions contemplated hereby in any court other than the Chosen Courts. Each of the United States parties hereto hereby irrevocably waives, and agrees not to assert, by way of America located in the County of New Castle, Delawaremotion, as applicablea defense, and counterclaim or otherwise, in any appellate court from suit, action or proceeding with respect to this Limited Guarantee, (i) any thereofclaim that it is not personally subject to the jurisdiction of the Chosen Courts, (ii) agrees that any claim in respect that it or its property is exempt or immune from jurisdiction of any such action Chosen Court or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereoflegal process commenced in such Chosen Courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by applicable Law, any claim that (A) the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in such courts. Each Chosen Court is brought in an inconvenient forum, (B) the venue of the Parties agrees that a final judgment in any such suit, action or proceeding shall be conclusive and is improper or (C) this Limited Guarantee, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on such Chosen Courts. To the judgment or in any other manner provided by Law. Each Party irrevocably consents to and grants any such court jurisdiction over the person of such parties and, to the fullest extent permitted by applicable Law, over each of the subject matter of such dispute and parties hereto hereby consents to service process being served by any party hereto in any suit, action or proceeding by delivery of process inside or outside a copy thereof in accordance with the territorial jurisdiction provisions of Section 8.7 of the courts referred to in Merger Agreement and Section 7 of this Section 6.5(aLimited Guarantee. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by LawNO 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, (B) EACH SUCH PARTY HERETO UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHThis Agreement shall be governed by, GOVERNED BYinterpreted under, AND CONSTRUED IN ACCORDANCE WITHand construed and enforced in accordance with, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each of the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive personal jurisdiction of the Court of Chancery laws of the State of Delaware, or, if without giving effect to any choice or conflict of laws provision or rule (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court whether of the State of Delaware (Complex Commercial Divisionor of any other jurisdiction) or, if subject matter jurisdiction over that would cause the matter that is the subject application of the action laws of any jurisdiction other than the State of Delaware. All Actions arising out of or proceeding is vested relating to this Agreement shall be heard and determined exclusively in the federal courts Delaware Court of Chancery, or if the Delaware Court of Chancery lacks jurisdiction of the subject matter, the United States Xxxxxxxx Xxxxx for the District of AmericaDelaware, or if both the federal court Delaware Court of Chancery and the United States District Court for the District of America located Delaware lack jurisdiction of the subject matter, any court of competent jurisdiction sitting in the County State of New CastleDelaware. Consistent with the preceding sentence, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby (a) submits to the exclusive jurisdiction of the above-named courts for the purpose of any Action arising out of or relating to this Agreement brought by any Party and (b) irrevocably waives, and unconditionally (i) agrees not to commence assert by way of motion, defense, or otherwise, in any such action or proceeding except in the Court of Chancery of the State of DelawareAction, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have is not subject personally to the jurisdiction or laying of the above-named courts, that the Action is brought in an inconvenient forum, that the venue of any such action the Action is improper, or proceeding in such courts and (iv) waives, to that this Agreement or the fullest extent permitted transactions contemplated by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties agrees that a final judgment in any such action or proceeding shall be conclusive and this Agreement may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to and grants 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 consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(aabove-named courts. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES WAIVES AND COVENANTS THAT IT NOT WILL ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) in the manner provided for notices in Section 6.2ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, ACTION, CLAIM, CAUSE OF ACTION, SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by LawEACH PARTY ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTY THAT THIS SECTION 12.11 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THE PARTIES ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT AND ANY OTHER AGREEMENTS RELATING HERETO OR CONTEMPLATED HEREBY. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 12.11 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHThis Agreement shall be deemed to be made in the State of Delaware, GOVERNED BYand together with all claims or causes of action (whether at Law, AND CONSTRUED IN ACCORDANCE WITHin contract or in tort or otherwise) that may be based upon, THE LAWS OF THE STATE OF DELAWAREarise out of or relate to this Agreement or the negotiation, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each of execution or performance hereof, shall be governed by and construed in accordance with the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive personal jurisdiction of the Court of Chancery laws of the State of Delaware, or, if without giving effect to any choice or conflict of law provision or rule (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware, except that matters relating to the internal corporate affairs of the Company, Merger Sub and the Surviving Corporation, including matters relating to the filing of the Articles of Merger, the effects of the Merger, any appraisal rights, and fiduciary obligations of the Company Board shall be governed by the laws of the state of North Carolina. 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 (Complex Commercial Division) or, if subject matter the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the matter that is State of Delaware), (the subject “Chosen Court”). Each of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties parties hereto hereby irrevocably and unconditionally (i) agrees not submits with regard to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (for itself and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard its property, generally and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waivesunconditionally, to the fullest extent it may legally personal jurisdiction of the aforesaid courts and effectively do so, any objection agrees that it may now will not bring any action relating to this Agreement or hereafter have to any of the jurisdiction or laying transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of venue of any such action or proceeding in such courts and (iv) waivesthe parties hereto, to the fullest extent permitted by Law, the defense hereby irrevocably waives, and agrees not to assert, by way of an inconvenient forum motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the maintenance jurisdiction of the above named courts, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable Law, any claim that (A) the suit, action or proceeding in such courts. Each court is brought in an inconvenient forum, (B) the venue of the Parties agrees that a final judgment in any such suit, action or proceeding shall be conclusive and is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on such courts. To the judgment or in any other manner provided by Law. Each Party irrevocably consents to and grants any such court jurisdiction over the person of such parties and, to the fullest extent permitted by applicable Law, over each of the subject matter of such dispute and parties hereto hereby consents to the service of process inside or outside the territorial jurisdiction of the courts referred to in this accordance with Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will 7.10; provided, however, that nothing herein shall affect the right of any Party party to serve legal process in any other manner permitted by Law.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHThis Agreement, GOVERNED BYand any Proceeding arising out of or relating to this Agreement, AND CONSTRUED IN ACCORDANCE WITHthe negotiation, THE LAWS OF THE STATE OF DELAWAREexecution or performance of this Agreement or the transactions contemplated hereby, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTIONwhether at law or in equity, and whether in contract or in tort or otherwise, shall be governed by and enforced pursuant to the laws of the State of Delaware, without giving effect to rules of conflict of laws that would result in the application of laws of any other jurisdiction. Each party hereby irrevocably agrees and consents to be subject to the exclusive jurisdiction of the Parties hereby irrevocably Court of Chancery in the State of Delaware situated in New Castle County and unconditionally submits, for itself and its propertyany State of Delaware appellate court therefrom or, to the exclusive personal jurisdiction of extent the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks Delaware situated in New Castle County does not have subject matter jurisdictionjurisdiction or declines to accept personal jurisdiction over any party, the Superior Court of any state or federal court within New Castle County in the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from therefrom (collectively, the “Chosen Courts”) in any thereof, solely Proceeding described in respect the immediately preceding sentence of this Section 6.06(a). Each party irrevocably consents to the interpretation service of any and enforcement all process in any such Proceeding by the delivery of such process in the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to manner provided in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby Section 6.01. Each party irrevocably and unconditionally (i) agrees not to commence waives any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, objection to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any Proceeding arising out of or relating to this Agreement, the negotiation, execution or performance of this Agreement, the transactions contemplated hereby or the legal relationship of the parties (whether at law or in equity, and whether in contract or in tort or otherwise) in the Chosen Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any Chosen Court that any such action Proceeding brought in any Chosen Court has been brought in an inconvenient forum. Each party agrees that it will not bring or proceeding support, or permit any of its affiliates to bring or support, any Proceeding (including any cross-claim or third-party claim) of any kind or description, whether at law or in such courts equity, whether in contract or in tort or otherwise, in any way relating to this Agreement, the transactions contemplated hereby or the legal relationship of the parties (whether at law or in equity, and (ivwhether in contract or in tort or otherwise), in any forum other than the Chosen Courts, and that the provisions of Section 6.06(b) waives, relating to the fullest extent permitted by Law, the defense waiver of an inconvenient forum jury trial shall apply to the maintenance of any such action or proceeding in such courtsProceeding. Each of the Parties party further agrees that a any final and non-appealable judgment against any of them in any such action or proceeding Proceeding described in the first sentence of this Section 6.06(a) shall be conclusive and may be enforced in any other jurisdictions jurisdiction within or outside the United States by suit on judgment, a certified copy of which shall be conclusive evidence of the judgment or in any other manner provided by Law. Each Party irrevocably consents to fact and grants any such court jurisdiction over the person amount of such parties and, to the extent permitted by Law, over the subject matter of such dispute and consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Lawjudgment.

Governing Law; Jurisdiction; Waiver of Jury Trial. (ai) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHAll disputes, GOVERNED BYclaims or controversies arising out of or relating to this Amendment, AND CONSTRUED IN ACCORDANCE WITHor the negotiation, THE LAWS OF THE STATE OF DELAWAREvalidity or performance of this Amendment, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each of or the Parties transactions contemplated hereby irrevocably shall be governed by and unconditionally submits, for itself and its property, to construed in accordance with the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court laws of the State of Delaware (Complex Commercial Division) orwithout regard to its rules of conflict of laws. Each of Target, if subject matter Parent and Merger Sub hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in courts of the federal courts State of Delaware and of the United States District Court for the District of America, the federal Delaware and any court of appeal therefrom (the United States “Chosen Courts”) for any litigation arising out of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) to this Agreement and Amendment, or the negotiation, validity or performance of the documents referred to in this AgreementAmendment, and in respect of or the transactions contemplated hereby, hereby (and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding litigation relating thereto except in the Court of Chancery of the State of Delawaresuch courts), or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and waives any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, objection to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action litigation in the Chosen Courts and agrees not to plead or proceeding claim in any Chosen Court that such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an litigation brought therein has been brought in any inconvenient forum to the maintenance of such action or proceeding in such courtsforum. Each of the Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to and grants any such court jurisdiction over the person of such parties andhereto agrees, (ii) to the extent permitted by Law, over the such party is not otherwise subject matter of such dispute and consents to service of process inside 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 (iii) that 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. Service made pursuant to (ii) or outside (iii) above shall have the territorial jurisdiction same legal force and effect as if served upon such party personally within the State of Delaware. For purposes of implementing the parties’ agreement to appoint and maintain an agent for service of process in the State of Delaware, each of Parent and Merger Sub does hereby appoint The Corporation Trust Company, Corporation Trust Center, 0000 Xxxxxx Xxxxxx, xx xxx Xxxx xx Xxxxxxxxxx, Xxxxxx of Xxx Xxxxxx, Xxxxx xx Xxxxxxxx 00000, as such agent. The parties hereto agree that irreparable damage would occur in the event that any of the courts referred provisions of this Amendment were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to in an injunction or injunctions to prevent breaches of this Section 6.5(a) Amendment and to enforce specifically the terms and provisions hereof in the manner provided for notices Chosen Courts, this being in Section 6.2. Nothing in this Agreement will affect the right of any Party addition to serve process in any other manner permitted by Lawremedy to which they are entitled at law or in equity.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHTo the maximum extent permitted by applicable Law, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each the provisions of this Assignment shall be governed by and construed and enforced in accordance with the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive personal jurisdiction of the Court of Chancery laws of the State of Delaware, orwithout regard to principles of conflict of laws, if except with regard to issues relating to real property matters concerning the ORRI, which shall be governed by the Laws of the applicable state in which the interests constituting the ORRI are located, as applicable. Each of the Parties agrees that the transactions contemplated by the Contribution Agreement involve at least $100,000 and that the Contribution Agreement and this Assignment have been entered into in express reliance upon 6 Del. C. § 2708. Each of the Parties irrevocably and unconditionally confirms and agrees (a) that it is and only if) such court finds it lacks shall continue to be subject matter jurisdiction, to the Superior Court jurisdiction of the courts of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject and of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located sitting in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if and (and only ifb) (i) to the extent that such court finds it lacks Party is not otherwise subject matter jurisdiction, the Superior Court to service of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively process in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (to appoint and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of maintain an agent in the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over as such Party’s agent for acceptance of legal process and notify the matter that is the subject other Parties of the action or proceeding is vested exclusively in the federal courts name and address of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicablesuch agent, and any appellate court from any thereof, (iiiii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, that service of process may also be made on such Party by prepaid certified mail with a proof of mailing receipt validated by the defense U.S. Postal Service constituting evidence of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties agrees that a final judgment in any such action or proceeding shall be conclusive valid service, and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to and grants any such court jurisdiction over the person of such parties andthat, to the fullest extent permitted by applicable Law, over service made pursuant to (b)(i) or (ii) above shall have the subject matter same legal force and effect as if served upon such Party personally within the State of such dispute and consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(aDelaware. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY (A) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by LawCONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL 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 ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS ASSIGNMENT (AND AGREES NOT TO COMMENCE ANY LITIGATION RELATING THERETO EXCEPT IN SUCH COURTS), (B) WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUCH LITIGATION IN THE DELAWARE COURTS AND AGREES NOT TO PLEAD OR CLAIM IN 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 ASSIGNMENT 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 ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS ASSIGNMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITH, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS INTERNAL LAW OF THE STATE OF DELAWARENEW 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 LAWS PRINCIPLES THEREOF LAW TO THE EXTENT THAT WOULD RESULT IN THE APPLICATION OF THE LAW LAWS OF ANY OTHER STATE OR ANOTHER JURISDICTION WOULD DIRECT A MATTER TO ANOTHER JURISDICTIONBE REQUIRED THEREBY. Each of the Parties hereby irrevocably and unconditionally submitsAny legal suit, for itself and its property, to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively arising out of or based upon this Indenture or the transactions contemplated hereby may be instituted in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of York or the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery courts of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively New York in the federal courts of the United States of America, the federal court of the United States of America each case located in the County of New CastleYork (collectively, Delaware, as applicablethe “Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any appellate court from any thereofsuch suit, (ii) agrees that any claim in respect action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding may be heard brought in any such court. The Co-Issuers, the Trustee, the Collateral Agent and determined in the Court of Chancery Holders (by their acceptance of the State of Delaware, or, if (Notes) each hereby irrevocably and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and unconditionally waives any appellate court from any thereof, (iii) waives, objection to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waives and agrees not to plead or claim any such courts suit, action or other proceeding has been brought in an inconvenient forum. The Co-Issuers, the Trustee, the Collateral Agent and the Holders (ivby their acceptance of the Notes) each hereby irrevocably waives, to the fullest extent permitted by Lawapplicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Indenture, the defense of an inconvenient forum to Notes or the maintenance of such action transactions contemplated hereby or proceeding in such courts. Each of the Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to and grants 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 consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Lawthereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS LETTER AGREEMENT AND ALL DISPUTES AND CONTROVERSIES ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITH, GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF DELAWARE, NEW YORK APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE AND WITHOUT GIVING EFFECT REFERENCE TO CONFLICTS OF LAWS THE CHOICE-OF-LAW PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW LAWS OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER DIFFERENT JURISDICTION. Each of the Parties hereby party to this letter agreement irrevocably and unconditionally submits, for itself and its property, submits to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only ifa)(i) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States District Court for the Southern District of America, the federal court of New York or (ii) if the United States District Court for the Southern District of America located New York does not have (and accept) jurisdiction over any Proceeding, any New York state court sitting in the County County, City and State of New CastleYork and (b) in each case, Delawareany appellate case therefrom (collectively, the “Chosen Courts”) in any Proceeding arising out of or relating to this letter agreement, and any appellate court from any thereof, solely hereby irrevocably agrees that all claims in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding Proceeding may be heard and determined in the Court of Chancery of the State of Delawaresuch Chosen Courts, or, if (and only if) that it will not bring or support any such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively Proceeding other than in the federal courts Chosen Courts; provided, however, that to the extent permitted by Law, any final and unappealable judgment against any of them in any Proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of America, the federal court which shall be conclusive evidence of the United States fact and amount of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) such judgment. Each party to this letter agreement hereby irrevocably waives, to the fullest extent that it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courtsProceeding. Each of the Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawEACH PARTY TO THIS LETTER AGREEMENT WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF THEM AGAINST THE OTHER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LETTER AGREEMENT, OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH OR THE ADMINISTRATION THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN. Each Party irrevocably consents to and grants any such court jurisdiction over the person of such parties andNO PARTY TO THIS LETTER AGREEMENT SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, to the extent permitted by LawPROCEEDING, over the subject matter of such dispute and consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices in Section 6.2COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS LETTER AGREEMENT OR ANY RELATED INSTRUMENTS OR THE RELATIONSHIP BETWEEN THE PARTIES. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law.NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH PROCEEDING IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER PROCEEDING IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. EACH PARTY TO THIS LETTER AGREEMENT CERTIFIES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT OR INSTRUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION 6. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION 6 WILL NOT BE FULLY ENFORCED IN ALL INSTANCES. 115

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHThis Agreement shall be governed by, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each and construed and enforced in accordance with the laws of the Parties hereby irrevocably and unconditionally submits, for itself and its property, state of Delaware in all respects without giving effect to the exclusive personal jurisdiction conflict of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any law principles thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action . The sole forum for resolving disputes arising under or relating to) to this Agreement shall be the state and Federal courts located in the state of Delaware, and all related appellate courts, and the documents Parties hereby consent to the jurisdiction of such courts and agree that venue shall be in the state of Delaware. Process in any proceeding referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence preceding sentence may be served on any such action or proceeding except Party anywhere in the Court of Chancery of the State of Delawareworld. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, orEACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, if DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (and only if) such court finds it lacks subject matter jurisdictionIN CONTRACT, the Superior Court of the State of Delaware (Complex Commercial Division) orTORT OR OTHERWISE), if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of AmericaINQUIRY, the federal court of the United States of America located in the County of New CastlePROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courtsIN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. Each of the Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawEACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTY HERETO THAT THIS SECTION 9.10 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT. Each Party irrevocably consents to and grants 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 consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by LawANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 9.10 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHAll disputes, GOVERNED BYclaims or controversies arising out of or relating to this Agreement, AND CONSTRUED IN ACCORDANCE WITHor the negotiation, THE LAWS OF THE STATE OF DELAWAREvalidity or performance of this Agreement, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each of or the Parties transactions contemplated hereby irrevocably shall be governed by and unconditionally submits, for itself and its property, to construed in accordance with the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court laws of the State of Delaware (Complex Commercial Division) orwithout regard to its rules of conflict of laws. Each of Target, if subject matter Parent and Merger Sub hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in courts of the federal courts State of Delaware and of the United States District Court for the District of America, the federal Delaware and any court of appeal therefrom (the United States “Chosen Courts”) for any litigation arising out of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby, hereby (and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding litigation relating thereto except in the Court of Chancery of the State of Delawaresuch courts), or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and waives any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, objection to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action litigation in the Chosen Courts and agrees not to plead or proceeding claim in any Chosen Court that such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an litigation brought therein has been brought in any inconvenient forum to the maintenance of such action or proceeding in such courtsforum. Each of the Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to and grants any such court jurisdiction over the person of such parties andhereto agrees, (i) to the extent permitted by Law, over the such party is not otherwise subject matter of such dispute and consents to service of process inside 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 (ii) that 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. Service made pursuant to (i) or outside (ii) above shall have the territorial jurisdiction same legal force and effect as if served upon such party personally within the State of Delaware. For purposes of implementing the parties’ agreement to appoint and maintain an agent for service of process in the State of Delaware, each of Parent and Merger Sub does hereby appoint The Corporation Trust Company, Corporation Trust Center, 0000 Xxxxxx Xxxxxx, xx xxx Xxxx xx Xxxxxxxxxx, Xxxxxx of Xxx Xxxxxx, Xxxxx xx Xxxxxxxx 00000, as such agent. The parties hereto agree that irreparable damage would occur in the event that any of the courts referred provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to in an injunction or injunctions to prevent breaches of this Section 6.5(a) Agreement and to enforce specifically the terms and provisions hereof in the manner provided for notices Chosen Courts, this being in Section 6.2. Nothing in this Agreement will affect the right of any Party addition to serve process in any other manner permitted by Lawremedy to which they are entitled at law or in equity.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITH, GOVERNED BY, INTERPRETED AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each of the Parties parties to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located sitting in the County district of New Castle, Delaware, and any appellate court from any thereof, solely in respect any action or proceeding arising out of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) to this Agreement and of or the documents referred to agreements delivered in this Agreement, and in respect of connection herewith or the transactions contemplated herebyhereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the Parties parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located sitting in the County district of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located sitting in the County district of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party party to this Agreement irrevocably consents to and grants 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 consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a11.7(a) in the manner provided for notices in Section 6.211.3. Nothing in this Agreement will affect the right of any Party party to this Agreement to serve process in any other manner permitted by Law.. 121

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SUPPLEMENTAL INDENTURE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL INDENTURE, SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITH, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARENEW YORK. The Company irrevocably consents and agrees, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each for the benefit of the Parties hereby irrevocably and unconditionally submits, for itself and its property, Holders from time to the exclusive personal jurisdiction time of the Court Securities and the Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of Chancery or in connection with this Supplemental Indenture may be brought in the courts of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, New York or the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County Borough of Manhattan, New CastleYork City, DelawareNew York and, until amounts due and any appellate court from any thereof, solely to become due in respect of the interpretation Securities have been paid, hereby irrevocably consents and enforcement submits to the non-exclusive jurisdiction of the provisions of (each such court in personam, generally and unconditionally with respect to any claim action, suit or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and proceeding for itself in respect of the transactions contemplated herebyits properties, assets and each of the Parties hereby revenues. The Company irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do sopermitted by law, any objection that which it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties aforesaid actions, suits or proceedings arising out of or in connection with this Supplemental Indenture brought in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees that a final judgment not to plead or claim in any such action court that any such action, suit or proceeding shall be conclusive and may be enforced brought in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to and grants any such court jurisdiction over the person of such parties andhas been brought in an inconvenient forum. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, to the extent permitted by LawTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, over the subject matter of such dispute and consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by LawANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHThis Agreement shall be governed by, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each of the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdictionconstrued in accordance with, the Superior Court laws of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject without giving effect to its choice of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of law principles). Subject to the provisions and limitations set forth in Sections 8.8 and 9.16, for purposes of (and any claim Action arising out of or cause of action arising under or relating to) this Agreement and of the documents referred to in connection with this Agreement, and in respect of the transactions Ancillary Documents or any transaction contemplated herebyhereby or thereby, and each of the Parties hereby parties hereto (a) irrevocably submits to the exclusive jurisdiction and unconditionally venue of any state or federal court located within City and County of Denver, State of Colorado, (ib) agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth in Section 9.2 shall be effective service of process for any Action with respect to any matters to which it has submitted to jurisdiction in this Section 9.10, and (c) waives and covenants not to commence assert or plead, by way of motion, as a defense or otherwise, in any such action or proceeding except Action, any claim that it is not subject personally to the jurisdiction of such court, that the Action is brought in an inconvenient forum, that the Court of Chancery venue of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, Action is improper or that this Agreement or the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, DelawareAncillary Document, as applicable, or the subject matter hereof or thereof may not be enforced in or by such court, and any appellate court from any thereof, (ii) hereby agrees that any claim in respect not to challenge such jurisdiction or venue by reason of any such action offsets or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties agrees that a final judgment counterclaims in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawAction. Each Party irrevocably consents to and grants any such court jurisdiction over the person of such parties andTHE PARTIES HERETO HEREBY KNOWINGLY, to the extent permitted by LawVOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON, over the subject matter of such dispute and consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(aOR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) in the manner provided for notices in Section 6.2OR ACTIONS OF ANY PARTY IN CONNECTION WITH SUCH AGREEMENTS. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by LawFOR THE AVOIDANCE OF DOUBT, IT IS THE INTENT OF THE PARTIES THAT ALL DISPUTES (AS DEFINED BELOW) SHALL BE RESOLVED PURSUANT TO THE PROVISIONS OF SECTION 9.16.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITH, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each of This Agreement shall be governed by and construed under the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive personal jurisdiction of the Court of Chancery laws of the State of Delaware, or, if (New York applicable to contracts made and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of to be performed entirely within the State of Delaware (Complex Commercial Division) or, if subject matter New York. Each party hereby irrevocably submits to the exclusive jurisdiction over the matter that is the subject of the state and federal courts sitting in the State and County of New York for the adjudication of any dispute hereunder or in connection herewith or therewith or with any transaction contemplated hereby or thereby, 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 vested exclusively brought in an inconvenient forum or that the federal courts venue of the United States of Americasuch suit, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may improper. Nothing contained herein shall be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, deemed to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties agrees that a final judgment limit in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in way any other manner provided by Law. Each Party irrevocably consents to and grants 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 consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Lawlaw. (b) EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES AND AGREES THAT ANY DISPUTE OR CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS AGREEMENT AND HAS HAD AN OPPORTUNITY TO SEEK SEPARATE COUNSEL OF ITS OWN CHOICE TO REVIEW THIS AGREEMENT, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH SUCH PARTY HAS 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. This Agreement, and all claims or causes of action (awhether in contract, tort or otherwise) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHthat may be based upon, GOVERNED BYarise out of or relate to this Agreement or the negotiation, AND CONSTRUED IN ACCORDANCE WITHexecution or performance of this Agreement (including any claim or cause of action based upon, THE LAWS OF THE STATE OF DELAWAREarising 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 law of the State of Delaware, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTIONregardless of the laws that might otherwise govern under applicable principles of conflicts of laws. Each of the Parties parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive personal jurisdiction of the Delaware Court of Chancery of the State of Delaware, (or, only if (and only if) such the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States District Court for the District of America, the federal court of the United States of America located in the County of New Castle, Delaware), and any appellate court from any thereof, solely in respect any action or proceeding arising out of or relating to this Agreement or the interpretation and enforcement negotiation, execution or performance of the provisions of this Agreement (and including any claim or cause of action based upon, arising under out of or relating to) this Agreement and of the documents referred related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and in respect of the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim all claims in respect of any such action or proceeding may shall be heard and determined in the such Delaware Court of Chancery of the State of Delaware, (or, only if (and only if) such the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States District Court for the District of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof), (iiib) waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the jurisdiction or laying of venue of any such suit, action or proceeding arising out of or relating 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 such courts and or in connection with this Agreement) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (ivc) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courts. Each of the Parties court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and grants complaint and any such court jurisdiction over other process in any other Proceeding relating to the person transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such parties and, process to such Party at the extent permitted by Law, over the subject matter of such dispute and consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices applicable address set forth in Section 6.212.3. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law.Section

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHThis Agreement and, GOVERNED BYunless explicitly provided otherwise therein, AND CONSTRUED IN ACCORDANCE WITHeach of the other Operative Documents, THE LAWS OF THE STATE OF DELAWAREincluding the validity hereof and thereof and the rights and obligations of the parties hereunder and thereunder, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTIONand 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 domestic substantive laws of the State of New York without giving effect to any choice of law or conflicts of law provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction. Each of the Parties hereby irrevocably and unconditionally submits, for itself and its propertyIssuers, to the exclusive personal extent that it may lawfully do so, hereby consents to service of process, and to be sued, in the State of New York and consents to the jurisdiction of the Court of Chancery courts of the State of Delaware, or, if (New York and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, District Court for the federal court of the United States of America located in the County Southern District of New CastleYork, Delawareas well as to the jurisdiction of all courts to which an appeal may be taken from such courts, and for the purpose of any appellate court from suit, action or other proceeding arising out of any thereof, solely in of its obligations hereunder or thereunder or with respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated herebyhereby or thereby, and each of the Parties hereby irrevocably expressly waives any and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent all objections it may legally and effectively do so, have as to venue in any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties Issuers further agrees that a final judgment in any such summons and complaint commencing an action or proceeding in any of such courts shall be conclusive properly served and may be enforced in other jurisdictions shall confer personal jurisdiction if served personally or by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents certified mail to and grants 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 consents to service of process inside or outside the territorial jurisdiction of the courts it at its address referred to in Section 23 or as otherwise provided under the laws of the State 77 of New York. Notwithstanding the foregoing, each of the Issuers agrees that nothing contained in this Section 6.5(a) in 27 shall preclude the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right institution of any Party to serve process such suit, action or other proceeding in any jurisdiction other manner permitted by Lawthan the State of New York. EACH OF THE ISSUERS IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST IT IN RESPECT OF ITS OBLIGATIONS HEREUNDER OR THEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITH, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each of This Agreement shall be governed by and construed under the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive personal jurisdiction of the Court of Chancery laws of the State of Delaware, or, if (New York applicable to contracts made and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of to be performed entirely within the State of Delaware (Complex Commercial Division) or, if subject matter New York. Each party hereby irrevocably submits to the exclusive jurisdiction over the matter that is the subject of the state and federal courts sitting in the State and County of New York for the adjudication of any dispute hereunder or in connection herewith or therewith or with any transaction contemplated hereby or thereby, 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 vested exclusively brought in an inconvenient forum or that the federal courts venue of the United States of Americasuch suit, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may improper. Nothing contained herein shall be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, deemed to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties agrees that a final judgment limit in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in way any other manner provided by Law. Each Party irrevocably consents to and grants 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 consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Lawlaw. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS AGREEMENT AND HAS HAD AN OPPORTUNITY TO SEEK SEPARATE COUNSEL OF ITS OWN CHOICE TO REVIEW THIS AGREEMENT, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 3.2.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHThis Agreement, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each including the validity hereof and the rights and obligations of the Parties hereby irrevocably parties hereunder, shall be governed by, and unconditionally submitsconstrued in accordance with, for itself and its property, the internal laws (as opposed to the exclusive personal jurisdiction conflicts of law provisions, but including sections 5-1401 and 5-1402 of the Court of Chancery general obligations law of the State of Delaware, or, if (New York) and only if) such court finds it lacks subject matter jurisdiction, the Superior Court decisions of the State of Delaware (Complex Commercial Division) orNew York. Each party hereto hereby irrevocably submits to the nonexclusive jurisdiction of any New York or Federal court sitting in the City of New York, if subject matter jurisdiction New York over the matter that is the subject of the any suit, action or proceeding is vested exclusively in the federal courts arising out of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) to this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do sopermitted or not prohibited by law, any objection that which it may now or hereafter have to the jurisdiction or laying of the venue of any such suit, action or proceeding brought in such courts a court and (iv) waivesany claim that any such suit, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding brought in such courtsa court has been brought in an inconvenient forum. Each of the Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawEACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). Each Party irrevocably consents to and grants any such court jurisdiction over the person of such parties andEACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, to the extent permitted by LawAGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, over the subject matter of such dispute and consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(aEXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by LawACKNOWLEDGES 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 19.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHAll issues and questions concerning the construction, GOVERNED BYvalidity, AND CONSTRUED IN ACCORDANCE WITHinterpretation and enforceability of this Agreement and the exhibits and schedules hereto, THE LAWS OF THE STATE OF DELAWAREand all claims and disputes arising hereunder or thereunder or in connection herewith or therewith, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each whether purporting to sound in contract or tort, or at law or in equity, shall be governed by, and construed in accordance with, the Laws of the Parties State of Delaware, without giving effect to any choice of Law or conflict of Law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. The parties hereto hereby irrevocably agree and unconditionally submits, for itself and its property, consent to be subject to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, Delaware or, if (and only if) to the extent such court finds it lacks subject matter declines jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) orfirst to any federal court, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of Americasecond, the federal court of the United States of America to any state court, each located in the County of New CastleWilmington, Delaware, and hereby waive the right to assert the lack of personal or subject matter jurisdiction or improper venue in connection with any appellate court from any thereofsuch suit, solely in respect action or other proceeding. In furtherance of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreementforegoing, and in respect of the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally parties hereto (ia) waives the defense of inconvenient forum, (b) agrees not to commence any such suit, action or other proceeding except arising out of this Agreement or any transactions contemplated hereby other than in the Court of Chancery of the State of Delaware, or, if (and only if) any such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicablecourt, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties agrees that a final judgment in any such suit, action or other proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the or judgment or in any other manner provided by Law. Each Party irrevocably consents to and grants any such court jurisdiction over the person of such parties andEACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LITIGATION, to the extent permitted by LawACTION, over the subject matter of such dispute and consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(aPROCEEDING, CROSS-CLAIM, OR COUNTERCLAIM IN ANY COURT (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by LawARISING OUT OF, RELATING TO OR IN CONNECTION WITH (i) THIS AGREEMENT OR THE VALIDITY, PERFORMANCE, INTERPRETATION, COLLECTION OR ENFORCEMENT HEREOF OR (ii) THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, AUTHORIZATION, EXECUTION, DELIVERY, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

Governing Law; Jurisdiction; Waiver of Jury Trial. The laws of the State of Delaware shall govern (a) all proceedings, claims or matters related to or arising from this Agreement (including any tort or non-contractual claims) and (b) any questions concerning the construction, interpretation, validity and enforceability of this Agreement, and the performance of the obligations imposed by this Agreement, in each case without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. EACH PARTY TO THIS AGREEMENT SHALL BE DEEMED IRREVOCABLY WAIVES ALL RIGHTS TO BE MADE TRIAL BY JURY IN AND ANY PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, GOVERNED BYRELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES UNDER THIS AGREEMENT. THE PARTIES FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH SUCH PARTY’S LEGAL COUNSEL, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTIONEACH KNOWINGLY AND VOLUNTARILY WAIVES SUCH PARTY’S JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. Each of the Parties hereby irrevocably and unconditionally submits, for itself and its property, parties to this Agreement submits to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdictionfirst, the Superior Chancery Court of the State of Delaware (Complex Commercial Division) oror if such court declines jurisdiction, if subject matter jurisdiction over then to the matter that is Federal District Court for the subject District of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, and in any appellate court from any thereofproceeding arising out of or relating to this Agreement, solely agrees that all claims in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may shall be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) any such court finds it lacks subject matter jurisdictionand agrees not to bring any proceeding arising out of or relating to this Agreement in any other courts. Nothing in this Section 7.06, however, shall affect the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue right of any such action or proceeding party to this Agreement to serve legal process in such courts and (iv) waives, to the fullest extent any other manner permitted by Law, the defense of an inconvenient forum to the maintenance of such action law or proceeding in such courtsat equity. Each of the Parties party to this Agreement agrees that a final judgment in any such action or proceeding so brought 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 consents to and grants 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 consents to service of process inside law or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Lawat equity.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITH, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each of This Agreement will be governed by and construed in accordance with the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive personal jurisdiction of the Court of Chancery laws of the State of DelawareNew York, or, if (and only if) such court finds it lacks subject matter jurisdiction, without giving effect to the Superior Court conflict of laws principles thereof other than Section 5-1401 of the State of Delaware (Complex Commercial Division) orNew York General Obligations Law. Any suit, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively 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 may be brought in any federal courts of the United States of America, the federal or state court of the United States of America located in the County Borough of Manhattan in The City of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated herebyYork, and each of the Parties parties hereby irrevocably consents to the jurisdiction of such courts (and unconditionally (iof the appropriate appellate courts therefrom) agrees not to commence in any such suit, action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) irrevocably waives, to the fullest extent it may legally and effectively do sopermitted by law, any objection that which it may now or hereafter have to the jurisdiction or laying of the venue of any such suit, action or proceeding in any such courts court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Each of Usiminas Sub and Usiminas Parent hereby irrevocably appoints National Corporate Research, Ltd., with offices at the date hereof at 00 Xxxx 00xx Xxxxxx 00xx Xxxxx, Xxx Xxxx, XX 00000, and each of the Company and Techint hereby irrevocably appoints CT Corporation, with offices at the date hereof at 000 Xxxxxx Xxxxxx 00xx Xxxxx, Xxx Xxxx, XX 00000, as their respective authorized agent (iveach of National Corporate Research, Ltd. and CT Corporation, an “Authorized Agent”) for service of process in any suit, action or proceeding described above and agrees that service of process in any such suit, action or proceeding may be made upon it at the office of such agent. Each of the parties hereto hereby waives, to the fullest extent permitted by Lawlaw, the defense any other requirements of an inconvenient forum or objections to the maintenance of such action or proceeding in such courtspersonal jurisdiction with respect thereto. Each of the Parties parties hereto represents and warrants that its respective Authorized Agent has agreed to act as its agent for service of process, and each of the parties agrees to take any and all action, including the filing of any and all documents and instruments, that a final judgment in any such action or proceeding shall be conclusive and may be enforced necessary to continue such appointment in other jurisdictions by suit on the judgment or in any other manner provided by Lawfull force and effect. Each Party irrevocably consents to and grants 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 consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by LawEACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITH, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each of This Agreement shall be governed by and construed under the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive personal jurisdiction of the Court of Chancery laws of the State of Delaware, or, if (Texas without regard to the choice of law principles thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of federal courts sitting in the State of Delaware (Complex Commercial Division) orTexas located in Xxxxxx County for the adjudication of any dispute hereunder or in connection herewith or therewith or with any transaction contemplated hereby or thereby, if subject matter jurisdiction over the matter and hereby irrevocably waives any objection that is the subject of the such suit, action or proceeding is vested exclusively brought in an inconvenient forum or that the federal courts venue of the United States of Americasuch suit, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may improper. Nothing contained herein shall be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, deemed to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties agrees that a final judgment limit in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in way any other manner provided by Law. Each Party irrevocably consents to and grants 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 consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Lawlaw. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS AGREEMENT AND HAS HAD AN OPPORTUNITY TO SEEK SEPARATE COUNSEL OF ITS OWN CHOICE TO REVIEW THIS AGREEMENT, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 3.2.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITH, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS INTERNAL LAW OF THE STATE OF DELAWARENEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS PRINCIPLES THEREOF LAW TO THE EXTENT THAT WOULD RESULT IN THE APPLICATION OF THE LAW LAWS OF ANY OTHER STATE OR ANOTHER JURISDICTION WOULD DIRECT A MATTER TO ANOTHER JURISDICTIONBE REQUIRED THEREBY. Each of the Parties hereby irrevocably and unconditionally submitsAny legal suit, for itself and its property, to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively arising out of or based upon this Indenture or the transactions contemplated hereby may be instituted in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of York or the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery courts of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively New York in the federal courts of the United States of America, the federal court of the United States of America each case located in the County of New CastleYork (collectively, Delaware, as applicablethe “Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any appellate court from any thereofsuch suit, (ii) agrees that any claim in respect action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding may be heard brought in any such court. The Co-Issuers, the Trustee and determined in the Court of Chancery Holders (by their acceptance of the State of Delaware, or, if (Notes) each hereby irrevocably and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and unconditionally waives any appellate court from any thereof, (iii) waives, objection to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waives and agrees not to plead or claim any such courts suit, action or other proceeding has been brought in an inconvenient forum. The Co-Issuers, the Trustee and the Holders (ivby their acceptance of the Notes) each hereby irrevocably waives, to the fullest extent permitted by Lawapplicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Indenture, the defense Notes or the transactions contemplated hereby or thereby. The Co-Issuers will furnish to any Holder upon written request and without charge a copy of an inconvenient forum the Indenture. Requests may be made to: Rivian Holdings, LLC 00000 Xxxxxx Xx Xxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxxx XxXxxxxxx, Chief Financial Officer ASSIGNMENT FORM To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to: ________________________________________________________________________ (Insert assignee’s legal name) (Insert assignee’s soc. sec. or tax I.D. no.) (Print or type assignee’s name, address and zip code) and irrevocably appoint __________________________________________________________________________________________ to transfer this Note on the books of the Co-Issuers. The agent may substitute another to act for him. Date: _______________ Your Signature: (Sign exactly as your name appears on the face of this Note) Signature Guarantee*: _____________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the maintenance Trustee). OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Co-Issuers pursuant to Section 4.11, Section 4.12 or Section 4.13 of the Indenture, check the appropriate box below: ☐ Section 4.11 ☐ Section 4.12 ☐ Section 4.13 If you want to elect to have only part of the Note purchased by the Co-Issuers pursuant to Section 4.11, Section 4.12 or Section 4.13 of the Indenture, state the amount you elect to have purchased: $_________ Date: ___________ Your Signature: (Sign exactly as your name appears on the face of this Note) Tax Identification No.: Signature Guarantee*: ________________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such action decrease (or proceeding increase) Signature of authorized officer of Trustee or Custodian EXHIBIT B FORM OF CERTIFICATE OF TRANSFER Rivian Holdings, LLC Rivian, LLC Rivian Automotive, LLC 00000 Xxxxxx Xx Xxxxxx, Xxxxxxxxxx 00000 Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 Re: Senior Secured Floating Rate Notes due 2026 Reference is hereby made to the Indenture, dated as of October 8, 2021 (the “Indenture”), among Rivian Holdings, LLC, Rivian, LLC and Rivian Automotive, LLC, as issuers (the “Co-Issuers”), the Guarantors party thereto and Wilmington Trust, National Association, as trustee and as collateral agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ________________ (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such courts. Each Note[s] specified in Annex A hereto, in the principal amount of $___________ in such Note[s] or interests (the Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to and grants any such court jurisdiction over the person of such parties and“Transfer”), to ___________________________ (the extent permitted by Law“Transferee”), over as further specified in Annex A hereto. In connection with the subject matter of such dispute and consents to service of process inside or outside Transfer, the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law.Transferor hereby certifies that: [CHECK ALL THAT APPLY]

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITH, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each All aspects of the Parties hereby irrevocably and unconditionally submitsrelationship created by this agreement or the engagement hereunder, for itself and its property, any other agreements relating to the exclusive personal jurisdiction engagement hereunder 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 Court of Chancery engagement hereunder shall be governed by and construed in accordance with the laws of the State of DelawareNew York, orapplicable to contracts made and to be performed therein and, if (and only if) such court finds it lacks subject matter jurisdictionin connection therewith, the Superior parties hereto consent to the exclusive jurisdiction of the Supreme Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action New York or proceeding is vested exclusively in the federal courts of the United States District Court for the Southern District of AmericaNew York, in each case sitting in New York County and agrees to venue in such courts. Notwithstanding the foregoing, solely for purposes of enforcing the Company’s obligations under Annex A, the federal Company consents to personal jurisdiction, service and venue in any court of the United States of America located proceeding in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and which any claim or cause of action relating to or arising under out of this agreement or relating to) the engagement hereunder is brought by a third party against any Indemnified Person. CCCM AND THE COMPANY EACH HEREBY AGREES TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTER CLAIM OR ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ENGAGEMENT HEREUNDER. We are delighted to accept this Agreement engagement and look forward to working with you on this assignment. Please confirm your agreement with the foregoing by signing and returning to us the enclosed copy of this agreement. Very truly yours, XXXXX AND COMPANY CAPITAL MARKETS, LLC By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: General Counsel [Engagement and Fee Letter] Accepted and agreed to as of the documents referred to in this Agreementdate first written above: KIPS BAY MEDICAL, and in respect of the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courtsINC. Each of the Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to and grants 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 consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law.By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Chief Financial Officer ANNEX A

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT AGREEMENT, AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER AT LAW, IN CONTRACT OR IN TORT) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE TO THIS AGREEMENT, THE EQUITY FINANCING COMMITMENT, THE SUPPORT AGREEMENTS OR THE NEGOTIATION, EXECUTION OR PERFORMANCE HEREOF OR THEREOF, SHALL BE DEEMED TO BE MADE IN CONSTRUED, PERFORMED AND IN ALL RESPECTS SHALL BE INTERPRETED ENFORCED IN ACCORDANCE WITH, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF DELAWARE, DELAWARE WITHOUT GIVING EFFECT TO CONFLICTS ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES THEREOF THAT OR RULES WOULD RESULT IN REQUIRE OR PERMIT THE APPLICATION OF THE LAW LAWS OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each Any Action against, arising out of the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the Equity Financing Commitment, the Support Agreements or the transactions contemplated herebyhereby or thereby, and each including any Action against any member of the Parties hereby irrevocably Parent Group, shall be brought solely and unconditionally (i) agrees not to commence any such action or proceeding except exclusively in the Court of Chancery of the State of Delaware, or, ; provided that if (and only ifafter) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if courts determine that they lack subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested any such legal Action, such legal Action shall be brought solely and exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County State of New CastleDelaware; provided, Delawarefurther, as applicable, that if (and any appellate court from any thereof, (iionly after) agrees that any claim in respect of any such action or proceeding may be heard and determined in both the Court of Chancery of the State of Delaware, or, if (Delaware and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States located in the State of AmericaDelaware determine that they lack subject matter jurisdiction over any such legal Action, the federal court of such legal Action shall be brought in the United States of America located in District Court for the County Southern District of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courtsYork. Each of the Parties agrees that a final judgment (subject to any appeals therefrom) in any such action or proceeding Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each Party hereby irrevocably consents submits to the exclusive jurisdiction of such courts, in accordance with the foregoing order of priority, in respect of any Action arising out of or relating to this Agreement, the Equity Financing Commitment, the Support Agreements or the transactions contemplated hereby or thereby, and grants hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any such court jurisdiction over in accordance with the person provisions of such parties andthis Section 10.7. Each of the Parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, over the subject matter defense of an inconvenient forum to the maintenance of such dispute action or proceeding in any such court. Each of the Parties hereby irrevocably and unconditionally consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices in Section 6.210.2 (Notices). Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by applicable Law.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHThis Agreement shall be governed by, GOVERNED BYand construed in accordance with, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each of the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive personal jurisdiction of the Court of Chancery laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In any action or proceeding arising out of or relating to this Agreement or any of the Transactions: (i) each of the parties hereto irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware and any state appellate court therefrom or, if (and but only if) such court finds it lacks subject matter jurisdiction, the Superior United States District Court of sitting in New Castle County in the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereoftherefrom (collectively, solely in respect of the interpretation “Delaware Courts”); and enforcement of the provisions of (and any claim or cause of action arising under or relating toii) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby parties hereto irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 10.2. Each of the parties hereto irrevocably and unconditionally (i1) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereofCourts, (ii2) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereofCourts, (iii3) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts the Delaware Courts and (iv4) waives, to the fullest extent permitted by Lawlaw, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courtsthe Delaware Courts. Each of the Parties agrees The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawApplicable Laws; provided that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment. Each Party irrevocably consents to and grants any such court jurisdiction over the person of such parties and, Notwithstanding anything to the extent permitted by Lawcontrary herein, over all matters relating to the subject matter of such dispute and consents to service of process inside or outside the territorial jurisdiction procedural mechanics of the courts referred to in this Section 6.5(a) Merger in the manner provided for notices in Section 6.2. Nothing in this Agreement State of Israel will affect the right of any Party to serve process in any other manner permitted be governed by Israeli Companies Law.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITH, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS INTERNAL LAW OF THE STATE OF DELAWARENEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS PRINCIPLES THEREOF LAW TO THE EXTENT THAT WOULD RESULT IN THE APPLICATION OF THE LAW LAWS OF ANY OTHER STATE OR ANOTHER JURISDICTION WOULD DIRECT A MATTER TO ANOTHER JURISDICTIONBE REQUIRED THEREBY. Each of the Parties hereby irrevocably and unconditionally submitsAny legal suit, for itself and its property, to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively arising out of or based upon this Indenture or the transactions contemplated hereby may be instituted in the federal courts of the United States of America, the federal court of the United States of America located in the County City of New Castle, Delaware, and any appellate court from any thereof, solely in respect York or the courts of the interpretation and enforcement State of New York in each case located in the provisions City of New York (and any claim or cause of action arising under or relating to) this Agreement and of collectively, the documents referred to in this Agreement, and in respect of the transactions contemplated hereby“Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The Company, the Trustee and the Holders (by their acceptance of the Parties Notes) each hereby irrevocably and unconditionally (i) agrees not to commence waive any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, objection to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim any such courts suit, action or other proceeding has been brought in an inconvenient forum. The Company, the Trustee and the Holders (ivby their acceptance of the Notes) waiveseach hereby irrevocably waive, to the fullest extent permitted by Lawapplicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Indenture, the defense of an inconvenient forum Notes or the transactions contemplated hereby or thereby. The Company will furnish to the maintenance of such action or proceeding in such courts. Each any Holder upon written request and without charge a copy of the Parties agrees that a final judgment in any such action or proceeding shall be conclusive and Indenture. Requests may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to and grants any such court jurisdiction over the person of such parties andmade to: American Airlines, to the extent permitted by LawInc. EXHIBIT A 0 Xxxxxxx Xxxxx Xxxx Xxxxx, over the subject matter of such dispute and consents to service of process inside or outside the territorial jurisdiction of the courts referred to in XX 00000 Attention: Treasurer EXHIBIT A ASSIGNMENT FORM To assign this Section 6.5(a) Note, fill in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law.form below:

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHThis Agreement shall be construed, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each of performed and enforced in accordance with the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court Laws of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over without giving effect to its principles or rules of conflict of laws to the matter that is extent such principles or rules would require or permit the subject application of the action or proceeding is vested exclusively in Laws of another jurisdiction other than the federal courts State of Delaware except that matters relating to the fiduciary duties of the United States of America, the federal court Company Board and internal corporate affairs of the United States of America located in Company shall be governed by the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect Laws of the interpretation and enforcement State of the provisions Florida. Any Action (whether sounding in contract, tort, equity or otherwise) arising out of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the Limited Guarantee, the Equity Financing Commitment Letter, the Debt Financing Commitment Letter, the Rollover Agreement, the Voting Agreements or the transactions contemplated herebyhereby or thereby, and each including any Action against any member of the Parties hereby irrevocably Parent Group, shall be brought solely and unconditionally (i) agrees not to commence any such action or proceeding except exclusively in the Court of Chancery of the State of Delaware, or, ; provided that if (and only ifafter) such court finds determines that it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States District Court for the District of AmericaDelaware; provided, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, further that if (and any appellate court from any thereof, (iionly after) agrees that any claim in respect of any such action or proceeding may be heard and determined in both the Court of Chancery of the State of Delaware, or, if (Delaware and only if) such court finds it lacks subject matter jurisdiction, the Superior United States District Court of for the State District of Delaware (Complex Commercial Division) or, if determine that they lack subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested any such Action, such Action shall be brought solely and exclusively in the federal courts of the United States of America, District Court for the federal court of the United States of America located in the County Southern District of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courtsYork. Each of the Parties hereto agrees that a final judgment (subject to any appeals therefrom) in any such action or proceeding Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. Each Party hereby irrevocably consents submits to the exclusive jurisdiction of such courts in respect of any such Action, and grants hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Action in any such court jurisdiction over in accordance with the person provisions of such parties andthis Section 9.7. Each of the Parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, over the subject matter defense of an inconvenient forum to the maintenance of such dispute Action in any such court. Each of the Parties hereto hereby irrevocably and unconditionally consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices in Section 6.29.2 (Notices). Nothing in this Agreement or any of the other Transaction Agreements will affect the right of any Party to this Agreement to serve process in any other manner permitted by Law.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHThis Agreement, GOVERNED BYand any Litigation in any way arising out of or relating to this Agreement, AND CONSTRUED IN ACCORDANCE WITHthe negotiation, THE LAWS OF THE STATE OF DELAWAREexecution or performance of this Agreement, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTIONthe Transactions or the legal relationship of the parties (whether at law or in equity, and whether in contract or in tort or otherwise), shall be governed by and enforced pursuant to the laws of the State of Delaware, without giving effect to rules of conflict of laws that would result in the application of Laws of any other jurisdiction. Each party hereby irrevocably agrees and consents to be subject to the exclusive jurisdiction of the Parties hereby irrevocably Court of Chancery in the State of Delaware situated in New Castle County and unconditionally submits, for itself and its propertyany State of Delaware appellate court therefrom or, to the exclusive personal jurisdiction of extent the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks Delaware situated in New Castle County does not have subject matter jurisdictionjurisdiction or declines to accept personal jurisdiction over any party, the Superior Court of any state or federal court within New Castle County in the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from therefrom (collectively, the “Chosen Courts”) in any thereof, solely Litigation described in respect the immediately preceding sentence of this Section 9.08(a) that is brought by any such party or its successors or assigns. Each party irrevocably consents to the interpretation service of any and enforcement all process in any such Litigation by the delivery of such process in the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to manner provided in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby Section 9.01. Each party irrevocably and unconditionally (i) agrees not to commence waives any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, objection to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any Litigation arising out of or relating to this Agreement, the negotiation, execution or performance of this Agreement, the Transactions or the legal relationship of the parties (whether at law or in equity, and whether in contract or in tort or otherwise) in the Chosen Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any Chosen Court that any such action Litigation brought in any Chosen Court has been brought in an inconvenient forum. Each party agrees that it will not bring or proceeding support, or permit any of its Affiliates to bring or support, any Litigation (including any cross-claim or third-party claim) of any kind or description, whether at law or in such courts equity, whether in contract or in tort or otherwise, in any way relating to this Agreement or any of the Transactions, in any forum other than the Chosen Courts, and (ivthat the provisions of Section 9.08(b) waives, relating to the fullest extent permitted by Law, the defense waiver of an inconvenient forum jury trial shall apply to the maintenance of any such action or proceeding in such courtsLitigation. Each of the Parties party further agrees that a any final and nonappealable judgment against any of them in any such action or proceeding Litigation described in the first sentence of this Section 9.08(a) shall be conclusive and may be enforced in any other jurisdictions jurisdiction within or outside the United States by suit on judgment, a certified copy of which shall be conclusive evidence of the judgment or in any other manner provided by Law. Each Party irrevocably consents to fact and grants any such court jurisdiction over the person amount of such parties and, to the extent permitted by Law, over the subject matter of such dispute and consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Lawjudgment.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHThis Agreement shall be governed in all respects, GOVERNED BYincluding validity, AND CONSTRUED IN ACCORDANCE WITHinterpretation and effect, THE LAWS OF THE STATE OF DELAWAREby the law of the State of New York, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTIONregardless of the law that might be applied under principles of conflict of laws to the extent such principles would require or permit the application of the laws of another jurisdiction. Each of the Parties hereby parties hereto irrevocably and unconditionally submits(a) agrees that any legal suit, for itself and its property, to action or proceeding brought by any party hereto arising out of or based upon this Agreement or the exclusive personal jurisdiction of the Court of Chancery transactions contemplated hereby may be brought in any court of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, New York or Federal District Court for the Superior Court Southern District of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America New York located in the City, County and State of New CastleYork (each, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of a “New Castle, Delaware, as applicable, and any appellate court from any thereofYork Court”), (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iiib) waives, to the fullest extent that it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding brought in such courts a New York Court, and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties agrees any claim that a final judgment in any such action or proceeding shall be conclusive and may be enforced brought in other jurisdictions by suit on a New York Court has been brought in an inconvenient forum, (c) submits to the judgment or non-exclusive jurisdiction of any New York Court in any suit, action or proceeding and (d) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, 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 (i) no representative, agent or attorney of any other manner provided by Law. Each Party irrevocably consents party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the waiver contained therein, (ii) it understands and grants any such court jurisdiction over has considered the person implications of such parties andwaiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the extent permitted by Law, over the subject matter of such dispute mutual waivers and consents to service of process inside or outside the territorial jurisdiction of the courts referred to certifications contained in this Section 6.5(a) in 8. No Indemnifying Party shall seek any order of a court or other governmental authority that would prohibit or otherwise interfere with the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right performance of any Party to serve process in any of the Indemnifying Parties’ advancement, indemnification and other manner permitted by Lawobligations under this Agreement.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHThis Agreement shall be governed by, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each of the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdictionconstrued in accordance with, the Superior Court Laws of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter applicable to contracts executed in and to be performed in that is the subject State. Any Proceeding arising out of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) to this Agreement and of the documents referred to in this Agreement, and in respect of or the transactions contemplated herebyhereby shall, to the fullest extent permitted by applicable Law, be heard and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except determined exclusively in the Court of Chancery of the State of Delaware; provided, orthat if jurisdiction is not available in such court, if (and only if) then any such legal Proceeding may be brought in any federal court finds it lacks subject matter jurisdiction, the Superior Court of located in the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of other Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts and (iv) waives, to state court. To the fullest extent permitted by applicable Law, the defense of an inconvenient forum parties hereto hereby (i) irrevocably submit to the maintenance of such action or proceeding in such courts. Each exclusive jurisdiction of the Parties agrees that a final judgment aforesaid courts for themselves and with respect to their respective properties for the purpose of any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby brought by any party hereto, and (ii) agree not to commence any such Proceeding except in the courts described above in Delaware, other than any Proceeding in any such action court of competent jurisdiction to enforce any judgment, decree or proceeding shall be conclusive and may be enforced in other jurisdictions award rendered by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to and grants any such court jurisdiction over in Delaware as described herein. To the person of such parties and, to the fullest extent permitted by applicable Law, over each of the subject matter of such dispute and consents to parties hereto further agrees that notice as provided herein shall constitute sufficient service of process inside and the parties hereto further waive any argument that such service is insufficient. To the fullest extent permitted by applicable Law, each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or outside as a defense, counterclaim or otherwise, in any Proceeding arising out of or relating to this Agreement or the territorial transactions contemplated hereby, (x) any claim that such party is not personally subject to the jurisdiction of the courts referred in Delaware as described herein for any reason, (y) that such party or such party’s property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in this Section 6.5(aaid of execution of judgment, execution of judgment or otherwise) and (z) that (A) the Proceeding in any such court is brought in an inconvenient forum, (B) the manner provided for notices in Section 6.2. Nothing in venue of such Proceeding is improper or (C) this Agreement will affect or the right of any Party to serve process transactions contemplated hereby, or the subject matter hereof, may not be enforced in any other manner permitted or by Lawsuch courts. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHThis Agreement shall be governed by, GOVERNED BYand construed in accordance with, AND CONSTRUED IN ACCORDANCE WITHthe Laws of the State of Delaware applicable to Contracts executed in and to be performed entirely within that State, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTIONregardless of the Law that might otherwise govern under applicable principles of conflicts of Law thereof. Each of the Parties hereby hereto irrevocably agrees that any legal action or Proceeding with respect to this Agreement and unconditionally submitsthe rights and obligations arising hereunder, for itself shall be brought and its property, to the exclusive personal jurisdiction of determined exclusively in the Court of Chancery of the State of Delaware, Delaware (the “Delaware Court of Chancery”) and any state appellate court therefrom within the State of Delaware (or, if (and only if) such court finds it lacks subject matter jurisdictionthe Delaware Court of Chancery declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware (Complex Commercial Division) the “Delaware Superior Court”), or, if the Delaware Superior Court declines to accept jurisdiction, 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 of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the Parties hereto irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or Proceeding with respect to this Agreement, any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 9.7(a), any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and to the fullest extent permitted by the applicable Law, any claim that the suit, action or Proceeding in such court is brought in an inconvenient forum, the venue of such suit, action or Proceeding is improper or this Agreement, or the subject matter jurisdiction over hereof, may not be enforced in or by such courts. Each Party hereto expressly acknowledges that the matter that foregoing waiver is intended to be irrevocable under the subject Law of the action or proceeding is vested exclusively in the federal courts State of Delaware and of the United States of America; provided, however, that each such Party’s consent to jurisdiction and service contained in this Section 9.7(a) is solely for the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents purposes referred to in this Section 9.7(a) and shall not be deemed to be a general submission to such courts or in the State of Delaware other than for such purpose. Notwithstanding anything to the contrary contained herein, any right or obligation with respect to any Debt Financing Source in connection with this Agreement, the Debt Financing, any Debt Financing Commitment Letter and in respect of the transactions contemplated herebyhereby and thereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such claim, controversy, dispute, suit, action or proceeding except relating thereto or arising thereunder, whether at law or in equity and whether in tort, contract or otherwise, shall be governed by and construed in accordance with the Court of Chancery law of the State of DelawareNew York. Notwithstanding anything to the contrary contained herein, or, if (and only if) such court finds it lacks subject matter jurisdiction, each party hereto hereby submits itself to the Superior exclusive jurisdiction of the Supreme Court of the State of Delaware (Complex Commercial Division) orNew York sitting in the Borough of Manhattan in the City of New York and the United States District Court for the Southern District of New York and any appellate courts thereof with respect to any suit, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively against any Debt Financing Source in the federal courts of the United States of Americaconnection with this Agreement, the federal court of Debt Financing, any Debt Financing Commitment Letter and the United States of America located transactions contemplated hereby and thereby, whether at law or in the County of New Castleequity and whether in tort, Delaware, as applicablecontract or otherwise, and any appellate court from any thereof, (ii) xxxxxx agrees that any claim in respect of it will not bring or support any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delawaresuit, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to and grants 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 consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Lawforum.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHThis Agreement shall be governed by, GOVERNED BYand construed in accordance with, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each of the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive personal jurisdiction of the Court of Chancery laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. In any action or proceeding arising out of or relating to this Agreement or any of the Transactions: (i) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware and any state appellate court therefrom or, if (and but only if) such court finds it lacks subject matter jurisdiction, the Superior United States District Court of sitting in New Castle County in the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereoftherefrom (collectively, solely in respect of the interpretation “Delaware Courts”); and enforcement of the provisions of (and any claim or cause of action arising under or relating toii) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby parties irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 9.2. Each of the parties irrevocably and unconditionally (i1) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereofCourts, (ii2) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereofCourts, (iii3) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts the Delaware Courts and (iv4) waives, to the fullest extent permitted by Lawlaw, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courtsthe Delaware Courts. Each of the Parties agrees The parties agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to and grants 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 consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) Applicable Laws; provided that nothing in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of foregoing shall restrict any Party party’s rights to serve process in seek any other manner permitted by Lawpost-judgment relief regarding, or any appeal from, such final trial court judgment.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHThis Agreement, GOVERNED BYand any claim, AND CONSTRUED IN ACCORDANCE WITHsuit, THE LAWS OF THE STATE OF DELAWAREaction or proceeding in any way arising out of or relating to this Agreement, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTIONthe negotiation, execution or performance of this Agreement, or the transactions contemplated hereby (whether at law or in equity, and whether in contract or in tort or otherwise), shall be governed by and enforced pursuant to the Laws of the State of Delaware, without regard to or application of its rules with respect to conflict of laws. Each of the Parties party hereby irrevocably agrees and unconditionally submits, for itself and its property, consents to be subject to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or, if (Delaware and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the any State of Delaware (Complex Commercial Division) appellate court therefrom or, if subject matter jurisdiction over to the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in extent the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks Delaware does not have subject matter jurisdictionjurisdiction or declines to accept personal jurisdiction over any party, the Superior Court of any state or federal court within the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from therefrom (collectively, the “Chosen Courts”) in any thereofclaim, (ii) agrees that any claim in respect of any such suit, action or proceeding may be heard and determined described in the Court immediately preceding sentence of Chancery of the State of Delaware, or, if (and only ifthis Section 10.09(a) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is brought by any such party or its successors or assigns. Each party hereby irrevocably consents to the subject service of the any and all process in any such claim, suit, action or proceeding is vested exclusively by the delivery of such process in the federal courts manner provided in Section 10.01. Each of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, parties hereto irrevocably and unconditionally waives any appellate court from any thereof, (iii) waives, objection to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action action, suit, claim or proceeding in such courts and (iv) waivesarising out of or relating to this Agreement, to the fullest extent permitted by Lawany other Transaction Document, the defense negotiation, execution or performance of this Agreement or any Transaction Document, or the transactions contemplated hereby (whether at law or in equity, and whether in contract or in tort or otherwise) in the Chosen Courts and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any Chosen Court that any such action, suit, claim or proceeding brought in any Chosen Court has been brought in an inconvenient forum to the maintenance of such action or proceeding in such courtsforum. Each of the Parties parties hereto hereby agrees that a final judgment it will not bring or support, or permit any of its Affiliates to bring or support, any claim, suit, action or proceeding, cross-claim or third-party claim of any kind or description (whether at law or in equity, and whether in contract or in tort or otherwise) in any way relating to this Agreement, any other Transaction Document or any of the transactions contemplated by this Agreement or any other Transaction Document, in any forum other than the Chosen Courts, and that the provisions of Section 10.09(b) relating to the waiver of jury trial shall apply to any such action, cause of action, claim, cross-claim or third-party claim. The parties further agree that any final and nonappealable judgment against any of them in any claim, suit, action or proceeding described in the first sentence of this Section 10.09(a) shall be conclusive and may be enforced in any other jurisdictions jurisdiction within or outside the United States by suit on judgment, a certified copy of which shall be conclusive evidence of the judgment or in any other manner provided by Law. Each Party irrevocably consents to fact and grants any such court jurisdiction over the person amount of such parties and, to the extent permitted by Law, over the subject matter of such dispute and consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Lawjudgment.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHThis Agreement shall be deemed to be made in the State of Delaware, GOVERNED BYand together with all claims or causes of action (whether at Law, AND CONSTRUED IN ACCORDANCE WITHin contract or in tort or otherwise) that may be based upon, THE LAWS OF THE STATE OF DELAWAREarise out of or relate to this Agreement or the negotiation, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each of execution or performance hereof, shall be governed by and construed in accordance with the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive personal jurisdiction of the Court of Chancery laws of the State of Delaware, or, if without giving effect to any choice or conflict of law provision or rule (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware, except that matters relating to the internal corporate affairs of the Company, Merger Sub and the Surviving Corporation, including matters relating to the filing of the Articles of Merger, the effects of the Merger, any appraisal rights, and fiduciary obligations of the Company Board shall be governed by the laws of the state of North Carolina. 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 (Complex Commercial Division) or, if subject matter the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the matter that is State of Delaware), (the subject "Chosen Court"). Each of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties parties hereto hereby irrevocably and unconditionally (i) agrees not submits with regard to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (for itself and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard its property, generally and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waivesunconditionally, to the fullest extent it may legally personal jurisdiction of the aforesaid courts and effectively do so, any objection agrees that it may now will not bring any action relating to this Agreement or hereafter have to any of the jurisdiction or laying transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of venue of any such action or proceeding in such courts and (iv) waivesthe parties hereto, to the fullest extent permitted by Law, the defense hereby irrevocably waives, and agrees not to assert, by way of an inconvenient forum motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the maintenance jurisdiction of the above named courts, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable Law, any claim that (A) the suit, action or proceeding in such courts. Each court is brought in an inconvenient forum, (B) the venue of the Parties agrees that a final judgment in any such suit, action or proceeding shall be conclusive and is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on such courts. To the judgment or in any other manner provided by Law. Each Party irrevocably consents to and grants any such court jurisdiction over the person of such parties and, to the fullest extent permitted by applicable Law, over each of the subject matter of such dispute and parties hereto hereby consents to the service of process inside or outside the territorial jurisdiction of the courts referred to in this accordance with Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will 7.10; provided, however, that nothing herein shall affect the right of any Party party to serve legal process in any other manner permitted by Law.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHThis Agreement, GOVERNED BYand any dispute, AND CONSTRUED IN ACCORDANCE WITHclaim, THE LAWS OF THE STATE OF DELAWARElegal action, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTIONsuit, proceeding or controversy arising out of or relating hereto, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. Each of the Parties parties hereto hereby (a) expressly and irrevocably and unconditionally submits, for itself and its property, submits to the exclusive personal jurisdiction of the state courts of the Delaware Court of Chancery Chancery, any other court of the State of Delaware or any federal court sitting in the State of Delaware, orin the event any dispute arises out of this Agreement or the transactions contemplated hereby, if (and only ifb) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it will not bring any Action relating to this Agreement or the transactions contemplated hereby in any court finds it lacks subject matter jurisdictionother than the Delaware Court of Chancery, the Superior Court any other court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the any federal court of the United States of America located sitting in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iiid) waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the jurisdiction or laying of venue of any such action Action arising out of or proceeding in such courts relating to this Agreement and (ive) waivesagrees that each of the other parties hereto shall have the right to bring any Action for enforcement of a judgment entered by the state courts of the Delaware Court of Chancery, to any other court of the fullest extent permitted by Law, State of Delaware or any federal court sitting in the defense State of an inconvenient forum to the maintenance of such action or proceeding in such courtsDelaware. Each of the Parties parties hereto agrees that a final judgment in any such action or proceeding Action 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 consents to and grants 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 consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed and construed in accordance with the Laws of the State of New York applicable to contracts made and performed entirely within such state, without regard to any applicable conflicts of law principles that would cause the application of the Laws of another jurisdiction, except to the extent governed by the 1940 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 or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the state courts in New York County, New York, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the Southern District of New York, and the appellate courts to which orders and judgments therefore may be appealed (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHcollectively, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTIONthe “Acceptable Courts”). Each of the Parties hereby irrevocably and unconditionally submits, for itself and its property, hereto submits to the exclusive personal jurisdiction of the any Acceptable Court in any Proceeding seeking to enforce any provision of, or based on any matter arising out of Chancery of the State of Delawareor in connection with, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of or the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any waives the benefit of jurisdiction derived from present or future domicile or otherwise in such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) Proceeding. Each Party hereto irrevocably waives, to the fullest extent it may legally and effectively do sopermitted by Law, any objection that it may now or hereafter have to the jurisdiction or laying of the venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties agrees that a final judgment Proceeding in any such action Acceptable Court or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or that any such Proceeding brought in any other manner provided by Lawsuch Acceptable Court has been brought in an inconvenient forum. 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 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 irrevocably consents hereto (a) certifies that no representative of any other Party has represented, expressly or otherwise, that such 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 grants any such court jurisdiction over (c) acknowledges that it and the person of such parties andother Parties hereto have been induced to enter into this Agreement, to by, among other things, the extent permitted by Law, over the subject matter of such dispute mutual waiver and consents to service of process inside or outside the territorial jurisdiction of the courts referred to certifications in this Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law11(a).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHThis Agreement, GOVERNED BYand any claim, AND CONSTRUED IN ACCORDANCE WITHsuit, THE LAWS OF THE STATE OF DELAWAREaction or proceeding in any way arising out of or relating to this Agreement, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTIONthe negotiation, execution or performance of this Agreement, or the transactions contemplated by this Agreement (whether in law or in equity, and whether in contract or in tort or otherwise), shall be governed by and enforced pursuant to the laws of the State of Delaware, its rules of conflict of laws notwithstanding. Each of the Parties Party hereby irrevocably agrees and unconditionally submits, for itself and its property, consents to be subject to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, New Castle Country, or, if (and only if) such court finds it the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, the United States District Court for the District of Delaware located in Wilmington, Delaware, or, if such United States District Court lacks jurisdiction, in the Superior Court of the State of Delaware (Complex Commercial Division) orDelaware, if subject matter jurisdiction over the matter that is the subject of the in any suit, action or proceeding is vested exclusively described in the federal courts immediately preceding sentence of this Section 10.08(a). Each Party hereby irrevocably consents to the service of any and all process in any such suit, action or proceeding by the delivery of such process to such Party at the address and in the manner provided in Section 10.01. Each of the United States Parties hereto irrevocably and unconditionally waives any objection to the laying of Americavenue of any action, the federal court suit or proceeding arising out of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of or the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally by this Agreement in (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, New Castle County or (ii) the United States District Court for the District of Delaware located in Wilmington, Delaware, or, if (and only ifiii) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) orDelaware, if subject matter jurisdiction over the matter and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that is the subject of the action any such action, suit or proceeding is vested exclusively brought in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined court has been brought in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courtsforum. Each of the Parties agrees that a A final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw. Each Party irrevocably consents to and grants any such court jurisdiction over the person of such parties and, Notwithstanding anything herein to the extent permitted by Lawcontrary, over the subject matter parties hereto agree that any claim, controversy or dispute of such dispute and consents any kind or nature (whether based upon contract, tort or otherwise) asserted against a Debt Financing Source or its Affiliates, members, managers, partners, officers, directors, employees, agents or other representatives that is in any way related to service of process inside this Agreement or outside the territorial jurisdiction any of the courts referred transactions contemplated by this Agreement, including but not limited to any dispute arising out of or relating in this Section 6.5(a) any way to the Debt Financing or the Debt Commitment Letter shall be governed by, and construed in accordance with, the laws of the State of New York (except as expressly specified otherwise in the manner provided for notices Debt Commitment Letter, the commitment relating to any alternative financing being used in Section 6.2. Nothing in accordance with this Agreement will affect the right of any Party to serve process or in any other manner permitted by Lawdefinitive document related to such financing to which such Debt Financing Source is a party).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITH, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS INTERNAL LAW OF THE STATE OF DELAWARENEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS PRINCIPLES THEREOF LAW TO THE EXTENT THAT WOULD RESULT IN THE APPLICATION OF THE LAW LAWS OF ANY OTHER STATE OR ANOTHER JURISDICTION WOULD DIRECT A MATTER TO ANOTHER JURISDICTIONBE REQUIRED THEREBY. Each of the Parties hereby irrevocably and unconditionally submitsAny legal suit, for itself and its property, to the exclusive personal jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively arising out of or based upon this Indenture or the transactions contemplated hereby may be instituted in the federal courts of the United States of America, the federal court of the United States of America located in the County City of New Castle, Delaware, and any appellate court from any thereof, solely in respect York or the courts of the interpretation and enforcement State of New York in each case located in the provisions City of New York (and any claim or cause of action arising under or relating to) this Agreement and of collectively, the documents referred to in this Agreement, and in respect of the transactions contemplated hereby“Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The Company, the Trustee and the Holders (by their acceptance of the Parties Notes) each hereby irrevocably and unconditionally (i) agrees not to commence waive any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, objection to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim any such courts suit, action or other proceeding has been brought in an inconvenient forum. The Company, the Trustee and the Holders (ivby their acceptance of the Notes) waiveseach hereby irrevocably waive, to the fullest extent permitted by Lawapplicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Indenture, the defense of an inconvenient forum Notes or the transactions contemplated hereby or thereby. The Company will furnish to the maintenance of such action or proceeding in such courts. Each any Holder upon written request and without charge a copy of the Parties agrees that a final judgment in any such action or proceeding shall be conclusive and Indenture. Requests may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawmade to: Global Crossing Airlines Group Inc. Bldg. Each Party irrevocably consents to and grants any such court jurisdiction over the person of such parties and5A, to the extent permitted by LawMiami Int’l Airport, over the subject matter of such dispute and consents to service of process inside or outside the territorial jurisdiction of the courts referred to in 4th Floor 0000 XX 00xx Xxxxxx, Xxxxx, XX, 00000 Attention: Chief Financial Officer Email: xxxx.xxxxxx@xxxxxxxxxx.xxx Assignment Form To assign this Section 6.5(a) Note, fill in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law.form below:

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITH, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each This Agreement shall be governed by and construed in accordance with the laws of the Parties hereby irrevocably and unconditionally submits, for itself and its property, to State of New York (except Section 14 which shall be governed by the exclusive personal jurisdiction of the Court of Chancery laws of the State of Delaware) in accordance with choice of law provisions thereof, orwithout reference to principles of conflict of laws. Any suit, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively arising out of or relating to this Agreement against any of the parties hereto or any of the assets of any of such parties shall be brought in any courts located in DuPage County or in the federal courts U.S. District Court for the Northern District, Eastern Division of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated herebyIllinois, and each of the Parties parties hereto hereby irrevocably and unconditionally (i) submits to the exclusive jurisdiction of such courts over the subject matter of any such suit, action or proceeding. Each of the parties hereto each irrevocably waives and agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, raise any objection that it may might now or hereafter have to the jurisdiction or laying of venue of any such suit, action or proceeding in any such courts and (iv) waivescourt including, to without limitation, any objection that the fullest extent permitted by Law, the defense of place where such court is located is an inconvenient forum to the maintenance of such or that there is any other suit, action or proceeding in such courts. Each of the Parties agrees that a final judgment any other place relating in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment whole or in any other manner provided by Law. Each Party irrevocably consents to and grants any such court jurisdiction over the person of such parties and, part to the extent permitted by Lawsame subject matter. EACH PARTY HERETO HEREBY ABSOLUTELY, over the subject matter of such dispute and consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices in Section 6.2IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by LawEACH OF THE PARTIES HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS PARAGRAPH AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT RESTATED SUPPLEMENTAL INDENTURE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS RESTATED SUPPLEMENTAL INDENTURE, SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITH, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTIONNEW YORK. Each of the Parties hereby Company and Novelion irrevocably consents and unconditionally submitsagrees, for itself the benefit of Holders from time to time and its propertythe Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Restated Supplemental Indenture may be brought in the exclusive personal jurisdiction of the Court of Chancery courts of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, New York or the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County Borough of Manhattan, New CastleYork City, DelawareNew York and, until amounts due and any appellate court from any thereof, solely to become due in respect of the interpretation Securities have been paid, hereby irrevocably consents and enforcement submits to the non-exclusive jurisdiction of the provisions of (each such court in personam, generally and unconditionally with respect to any claim action, suit or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and proceeding for itself in respect of the transactions contemplated herebyits properties, assets and each revenues. Each of the Parties hereby Company and Novelion irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do sopermitted by applicable law, any objection that which it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties aforesaid actions, suits or proceedings arising out of or in connection with this Restated Supplemental Indenture brought in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees that a final judgment not to plead or claim in any such action court that any such action, suit or proceeding shall be conclusive and may be enforced brought in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to and grants any such court jurisdiction over the person of such parties andhas been brought in an inconvenient forum. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES, to the extent permitted by LawTO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, over the subject matter of such dispute and consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by LawANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS RESTATED SUPPLEMENTAL INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and all claims or causes of action (awhether in contract, tort or otherwise) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHthat may be based upon, GOVERNED BYarise out of or relate to this Agreement or the negotiation, AND CONSTRUED IN ACCORDANCE WITHexecution or performance of this Agreement (including any claim or cause of action based upon, THE LAWS OF THE STATE OF DELAWAREarising 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 law of the State of Delaware, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTIONregardless of the laws that might otherwise govern under applicable principles of conflicts of laws. Each of the Parties parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive personal jurisdiction of the Delaware Court of Chancery of the State of Delaware, (or, only if (and only if) such the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States District Court for the District of America, the federal court of the United States of America located in the County of New Castle, Delaware), and any appellate court from any thereof, solely in respect any action or proceeding arising out of or relating to this Agreement or the interpretation and enforcement negotiation, execution or performance of the provisions of this Agreement (and including any claim or cause of action based upon, arising under out of or relating to) this Agreement and of the documents referred related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and in respect of the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim all claims in respect of any such action or proceeding may shall be heard and determined in the such Delaware Court of Chancery of the State of Delaware, (or, only if (and only if) such the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States District Court for the District of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof), (iiib) waives, to the fullest extent it may legally and effectively do so, any objection that which it may now or hereafter have to the jurisdiction or laying of venue of any such suit, action or proceeding arising out of or relating 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 such courts and or in connection with this Agreement) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (ivc) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courts. Each of the Parties court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and grants complaint and any such court jurisdiction over other process in any other Proceeding relating to the person transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such parties and, process to such Party at the extent permitted by Law, over the subject matter of such dispute and consents to service of process inside or outside the territorial jurisdiction applicable address set forth in Section 12.3 of the courts referred to in this Section 6.5(a) in the manner provided for notices in Section 6.2Business Combination Agreement. Nothing in this Agreement will Section 5(e)shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO 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 THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5(e).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHThis Agreement and, GOVERNED BYunless explicitly provided otherwise therein, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each each of the Parties hereby irrevocably other Operative Documents, including the validity hereof and unconditionally submits, for itself thereof and its property, to the exclusive personal jurisdiction rights and obligations of the Court of Chancery parties hereunder and thereunder, and 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 domestic substantive laws of the State of DelawareIllinois without giving effect to any choice of law or conflicts of law provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction. The Company, orto the extent that it may lawfully do so, if (hereby consents to service of process, and only if) such court finds it lacks subject matter jurisdictionto be sued, in the Superior Court State of Illinois and consents to the jurisdiction of the courts of the State of Delaware (Complex Commercial Division) orIllinois and the United States District Court for the Northern District of Illinois, if subject matter as well as to the jurisdiction over of all courts to which an appeal may be taken from such courts, for the matter 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 is the subject of the a summons and complaint commencing an action or proceeding is vested exclusively 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 19 or as otherwise provided under the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery laws of the State of DelawareIllinois. Notwithstanding the foregoing, oreach of the Company agrees that nothing contained in this section 24 shall preclude the institution of any such suit, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of action or other proceeding in any jurisdiction other than the State of Delaware (Complex Commercial Division) orIllinois. THE COMPANY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to and grants 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 consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by LawACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST IT IN RESPECT OF ITS OBLIGATIONS HEREUNDER OR THEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed and construed in accordance with the Laws of the State of Maryland applicable to contracts made and performed entirely within such state, without regard to any applicable conflicts of law principles that would cause the application of the 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 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 Circuit Court for Baltimore City, Maryland, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Maryland, Northern Division and the appellate courts to which orders and judgments therefore may be appealed (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITHcollectively, GOVERNED BYthe “Acceptable Courts”). In any such judicial proceeding, AND CONSTRUED IN ACCORDANCE WITHeach of the parties further consents to the assignment of any proceeding in the Circuit Court for Baltimore City, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTIONMaryland to the Business and Technology Case Management Program pursuant to Maryland Rule 16-205 (or any successor thereof). Each of the Parties 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 and unconditionally submits, for itself and its property, to waives the exclusive personal benefit of jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) derived from present or future domicile or otherwise in such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby Proceeding. Each party hereto irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do sopermitted by Law, any objection that it may now or hereafter have to the jurisdiction or laying of the venue of any such action or proceeding in such courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such courts. Each of the Parties agrees that a final judgment Proceeding in any such action Acceptable Court or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or that any such Proceeding brought in any other manner provided by Lawsuch Acceptable Court has been brought in an inconvenient forum. 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 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 irrevocably consents party hereto (a) certifies that no representative of any other party has represented, expressly or otherwise, that such 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 grants any such court jurisdiction over (c) acknowledges that it and the person of such other parties andhereto have been induced to enter into this Agreement, to by, among other things, the extent permitted by Law, over the subject matter of such dispute mutual waiver and consents to service of process inside or outside the territorial jurisdiction of the courts referred to certifications in this Section 6.5(a) in the manner provided for notices in Section 6.2. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by Law11.6.