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

Governing Law; Jurisdiction; Waiver. THIS AGREEMENT, INCLUDING THE VALIDITY HEREOF AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF). EACH BORROWER, TO THE 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 COURTS OF THE COMMONWEALTH OF MASSACHUSETTS AND THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MASSACHUSETTS, AS WELL AS TO THE JURISDICTION OF ALL COURTS FROM WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF ANY OF ITS OBLIGATIONS HEREUNDER OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, AND EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE IN ANY SUCH COURTS. EACH BORROWER FURTHER AGREES THAT A SUMMONS AND COMPLAINT COMMENCING AN ACTION OR PROCEEDING IN ANY OF SUCH COURTS SHALL BE PROPERLY SERVED AND SHALL CONFER PERSONAL JURISDICTION IF SERVED PERSONALLY OR BY CERTIFIED MAIL TO IT AT ITS ADDRESS PROVIDED IN SECTION 15.04 HEREOF OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS. EACH OF THE BORROWERS, THE BANKS, THE SWING LINE LENDER AND THE OPERATIONS AGENT IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY PROCEEDING HEREAFTER INSTITUTED BY OR AGAINST SUCH BORROWER IN RESPECT OF THIS AGREEMENT OR ANY OTHER DOCUMENTS EXECUTED BY OR ON BEHALF OF SUCH BORROWER IN CONNECTION HEREWITH OR THEREWITH.

Governing Law; Jurisdiction; Waiver. THIS AGREEMENTCONFIRMATION AND ANY CLAIM, INCLUDING THE VALIDITY HEREOF AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS CONFIRMATION SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT YORK. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF). EACH BORROWER, TO THE 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 EXCLUSIVE JURISDICTION OF THE COURTS OF THE COMMONWEALTH STATE OF MASSACHUSETTS NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF MASSACHUSETTS, AS WELL AS NEW YORK IN CONNECTION WITH ALL MATTERS RELATING HERETO AND WAIVE ANY OBJECTION TO THE JURISDICTION LAYING OF ALL COURTS FROM WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTSVENUE IN, FOR THE PURPOSE AND ANY CLAIM OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF ANY OF ITS OBLIGATIONS HEREUNDER OR INCONVENIENT FORUM WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBYTO, AND EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE IN ANY SUCH THESE COURTS. EACH BORROWER FURTHER AGREES THAT A SUMMONS AND COMPLAINT COMMENCING AN ACTION OR PROCEEDING IN ANY OF SUCH COURTS SHALL BE PROPERLY SERVED AND SHALL CONFER PERSONAL JURISDICTION IF SERVED PERSONALLY OR BY CERTIFIED MAIL TO IT AT ITS ADDRESS PROVIDED IN SECTION 15.04 HEREOF OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS. EACH OF THE BORROWERS, THE BANKS, THE SWING LINE LENDER AND THE OPERATIONS AGENT PARTY HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHTS RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING HEREAFTER INSTITUTED BY OR AGAINST SUCH BORROWER COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE TRANSACTION OR THE ACTIONS OF THE OTHER PARTY OR THE OTHER PARTY’S AFFILIATES IN RESPECT OF THIS AGREEMENT THE NEGOTIATION, PERFORMANCE OR ANY OTHER DOCUMENTS EXECUTED BY OR ON BEHALF OF SUCH BORROWER IN CONNECTION HEREWITH OR THEREWITH.ENFORCEMENT HEREOF. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning an original or electronic copy in accordance with the notice provisions set forth in Section 4. Confirmed as of the date first written above: ALIGN TECHNOLOGY, INC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: CFO and SVP, Global Finance XXXXXXX SACHS & CO. LLC By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Managing Director ANNEX A BUYER SETTLEMENT PROVISIONS

Governing Law; Jurisdiction; Waiver. THIS AGREEMENT, INCLUDING THE VALIDITY HEREOF AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, STANDSTILL AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THEREOF. THE COMPANY AND EACH GUARANTOR HEREBY IRREVOCABLY SUBMITS TO AND ACCEPTS THE JURISDICTION OF ANY NEW YORK (WITHOUT GIVING EFFECT TO STATE COURT SITTING IN THE CONFLICT BOROUGH OF LAWS PRINCIPLES THEREOF)MANHATTAN IN THE CITY OF NEW YORK OR ANY UNITED STATES FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY ACTION, SUIT, OR PROCEEDING FOR BREACH OF THIS FORBEARANCE AGREEMENT AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS. THE COMPANY AND EACH BORROWERGUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT THAT IT MAY LAWFULLY EFFECTIVELY DO SOSO UNDER APPLICABLE LAW, HEREBY CONSENTS TO SERVICE OF PROCESS, TRIAL BY JURY AND TO BE SUED, IN THE COMMONWEALTH OF MASSACHUSETTS AND CONSENTS ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE TO THE JURISDICTION LAYING OF THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS AND THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MASSACHUSETTS, AS WELL AS TO THE JURISDICTION OF ALL COURTS FROM WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSE VENUE OF ANY SUCH ACTION, SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF ANY OF ITS OBLIGATIONS HEREUNDER OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, AND EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE BROUGHT IN ANY SUCH COURTS. EACH BORROWER FURTHER AGREES COURT AND ANY CLAIM THAT A SUMMONS AND COMPLAINT COMMENCING AN ACTION ANY SUCH SUIT, ACTION, OR PROCEEDING BROUGHT IN ANY OF SUCH COURTS COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING HEREIN SHALL BE PROPERLY SERVED AND SHALL CONFER PERSONAL JURISDICTION IF SERVED PERSONALLY OR BY CERTIFIED MAIL TO IT AT ITS ADDRESS PROVIDED IN SECTION 15.04 HEREOF OR AS OTHERWISE PROVIDED UNDER AFFECT THE LAWS RIGHT OF THE COMMONWEALTH OF MASSACHUSETTS. EACH OF SIGNING HOLDERS OR THE BORROWERS, THE BANKS, THE SWING LINE LENDER AND THE OPERATIONS AGENT IRREVOCABLY WAIVES ALL RIGHTS TRUSTEE TO A TRIAL BY JURY SERVE PROCESS IN ANY PROCEEDING HEREAFTER INSTITUTED MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST SUCH BORROWER IN RESPECT OF THIS AGREEMENT THE COMPANY OR ANY GUARANTOR IN ANY OTHER DOCUMENTS EXECUTED BY OR ON BEHALF OF SUCH BORROWER IN CONNECTION HEREWITH OR THEREWITHJURISDICTION.

Governing Law; Jurisdiction; Waiver. THIS AGREEMENTCONFIRMATION AND ANY CLAIM, INCLUDING THE VALIDITY HEREOF AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS CONFIRMATION SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT YORK. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF). EACH BORROWER, TO THE 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 EXCLUSIVE JURISDICTION OF THE COURTS OF THE COMMONWEALTH STATE OF MASSACHUSETTS NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF MASSACHUSETTS, AS WELL AS NEW YORK IN CONNECTION WITH ALL MATTERS RELATING HERETO AND WAIVE ANY OBJECTION TO THE JURISDICTION LAYING OF ALL COURTS FROM WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTSVENUE IN, FOR THE PURPOSE AND ANY CLAIM OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF ANY OF ITS OBLIGATIONS HEREUNDER OR INCONVENIENT FORUM WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBYTO, AND EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE IN ANY SUCH THESE COURTS. EACH BORROWER FURTHER AGREES THAT A SUMMONS AND COMPLAINT COMMENCING AN ACTION OR PROCEEDING IN ANY OF SUCH COURTS SHALL BE PROPERLY SERVED AND SHALL CONFER PERSONAL JURISDICTION IF SERVED PERSONALLY OR BY CERTIFIED MAIL TO IT AT ITS ADDRESS PROVIDED IN SECTION 15.04 HEREOF OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS. EACH OF THE BORROWERS, THE BANKS, THE SWING LINE LENDER AND THE OPERATIONS AGENT PARTY HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHTS RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING HEREAFTER INSTITUTED BY OR AGAINST SUCH BORROWER COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE TRANSACTION OR THE ACTIONS OF ISSUER OR ITS AFFILIATES IN RESPECT OF THIS AGREEMENT THE NEGOTIATION, PERFORMANCE OR ANY OTHER DOCUMENTS EXECUTED BY OR ON BEHALF OF SUCH BORROWER IN CONNECTION HEREWITH OR THEREWITH.ENFORCEMENT HEREOF. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to us by facsimile to the number provided on the attached facsimile cover page. Confirmed as of the date first written above: MSCI INC. XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxxx Xxxxx By: /s/ Xxxxxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxx Name: Xxxxxxxxx Xxxxxxxxxx Title: Chief Financial Officer Title: Managing Director Schedule I For the purposes of the Transaction, the following terms shall have the following values or meanings: Tranche #1: The Trade Date shall be February 6, 2014. The Discount equals USD 0.2688. The Forward Cap Price equals USD 58.20. The Initial Shares equal 859,107 shares. The Prepayment Amount equals USD 50,000,000. The Scheduled Valuation Date shall be May 29, 2014. The Lock-Out Date shall be May 1, 2014. Observation Dates: Until (and including) the later of the Lock-Out Date and the “Lock-Out Date” in respect of Tranche 2, alternate Scheduled Trading Days beginning on the Scheduled Trading Day immediately following the Trade Date; thereafter, each Scheduled Trading Day. Threshold Price: USD 10.00 Tranche #2: The Trade Date shall be February 6, 2014. The Discount equals USD 0.2688. The Forward Cap Price equals USD USD 58.20. The Initial Shares equal 859,107 shares. The Prepayment Amount equals USD 50,000,000. The Scheduled Valuation Date shall be May 29, 2014. The Lock-Out Date shall be May 1, 2014. Observation Dates: Until (and including) the later of the Lock-Out Date and the “Lock-Out Date” in respect of Tranche 1, alternate Scheduled Trading Days beginning on the second Scheduled Trading Day immediately following the Trade Date; thereafter, each Scheduled Trading Day. Threshold Price: USD 10.00 As of any date, the Share Cap (applicable to both Tranches in aggregate) shall equal the lesser of (i) 5 million Shares and (ii) 20% of the total number of Shares that Issuer has outstanding as of such date. Annex A 0000 XXXXXXXX XXX XXXX, XX 00000-0000 February 6, 2014 To: MSCI INC. 000 XXXXXXXXX XXXXXX 49TH FLOOR 0 XXXXX XXXXX XXXXXX XXX XXXX, XX 00000 Ladies and Gentlemen: In consideration of MSCI INC. (hereinafter “Counterparty”) having entered into or entering into that certain trade dated as of February 6, 2014, Confirm Number DP1:7015023 with Xxxxxx Xxxxxxx & Co. LLC (hereinafter “Obligor”) (such confirmation exchanged between the parties hereinafter the “Confirmation”), Xxxxxx Xxxxxxx, a Delaware corporation (hereinafter “Guarantor”), hereby irrevocably and unconditionally guarantees to Counterparty, with effect from the date of the Confirmation, the due and punctual payment of all amounts payable by Obligor under the Confirmation when the same shall become due and payable, whether on scheduled payment dates, upon demand, upon declaration of termination or otherwise, in accordance with, and subject to, the terms of the Confirmation and giving effect to any applicable grace period. Upon failure of Obligor punctually to pay any such amounts, and upon written demand by Counterparty to Guarantor at its address set forth in the signature block of this guarantee (the “Guarantee”) (or to such other address as Guarantor may specify in writing), Guarantor agrees to pay or cause to be paid such amounts; provided that delay by Counterparty in giving such demand shall in no event affect Guarantor’s obligations under this Guarantee. This Guarantee is of payment and not of collection. Guarantor hereby agrees that its obligations hereunder shall be continuing and unconditional and will not be discharged except by complete payment of the amounts payable under the Confirmation, irrespective of (1) any claim as to the Confirmation’s validity, regularity or enforceability or the lack of authority of Obligor to execute or deliver the Confirmation; or (2) any change in or amendment to the Confirmation; or (3) any waiver or consent by Counterparty with respect to any provisions thereof; or (4) the absence or existence of any action to enforce the Confirmation, or the recovery of any judgment against Obligor or of any action to enforce a judgment against Obligor under the Confirmation; or (5) the dissolution, winding up, liquidation or insolvency of Obligor, including any discharge of obligations therefrom; or (6) any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. Guarantor hereby waives diligence, presentment, demand on Obligor for payment or otherwise (except as provided hereinabove), filing of claims, requirement of a prior proceeding against Obligor and protest or notice, except as provided for in the Confirmation with respect to amounts payable by Obligor. If at any time payment under the Confirmation is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of Obligor or Guarantor or otherwise, Guarantor’s obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. Guarantor represents to Counterparty, as of the date hereof, that:

Governing Law; Jurisdiction; Waiver. THIS AGREEMENTCONFIRMATION AND ANY CLAIM, INCLUDING THE VALIDITY HEREOF AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS CONFIRMATION SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT YORK. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF). EACH BORROWER, TO THE 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 EXCLUSIVE JURISDICTION OF THE COURTS OF THE COMMONWEALTH STATE OF MASSACHUSETTS NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF MASSACHUSETTS, AS WELL AS NEW YORK IN CONNECTION WITH ALL MATTERS RELATING HERETO AND WAIVE ANY OBJECTION TO THE JURISDICTION LAYING OF ALL COURTS FROM WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTSVENUE IN, FOR THE PURPOSE AND ANY CLAIM OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF ANY OF ITS OBLIGATIONS HEREUNDER OR INCONVENIENT FORUM WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBYTO, AND EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE IN ANY SUCH THESE COURTS. EACH BORROWER FURTHER AGREES THAT A SUMMONS AND COMPLAINT COMMENCING AN ACTION OR PROCEEDING IN ANY OF SUCH COURTS SHALL BE PROPERLY SERVED AND SHALL CONFER PERSONAL JURISDICTION IF SERVED PERSONALLY OR BY CERTIFIED MAIL TO IT AT ITS ADDRESS PROVIDED IN SECTION 15.04 HEREOF OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS. EACH OF THE BORROWERS, THE BANKS, THE SWING LINE LENDER AND THE OPERATIONS AGENT PARTY HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHTS RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING HEREAFTER INSTITUTED BY OR AGAINST SUCH BORROWER COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE TRANSACTION OR THE ACTIONS OF THE OTHER PARTY OR THE OTHER PARTY’S AFFILIATES IN RESPECT OF THIS AGREEMENT THE NEGOTIATION, PERFORMANCE OR ANY OTHER DOCUMENTS EXECUTED BY OR ON BEHALF OF SUCH BORROWER IN CONNECTION HEREWITH OR THEREWITH.ENFORCEMENT HEREOF. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning an original or electronic copy in accordance with the notice provisions set forth in Section 4. Confirmed as of the date first written above: ALIGN TECHNOLOGY, INC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: CFO and SVP, Global Finance XXXXXXX XXXXX & CO. LLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Partner ANNEX A BUYER SETTLEMENT PROVISIONS

Governing Law; Jurisdiction; Waiver. THIS AGREEMENTCONFIRMATION AND ANY CLAIM, INCLUDING THE VALIDITY HEREOF AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS CONFIRMATION SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT YORK. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF). EACH BORROWER, TO THE 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 EXCLUSIVE JURISDICTION OF THE COURTS OF THE COMMONWEALTH STATE OF MASSACHUSETTS NEW YORK AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF MASSACHUSETTS, AS WELL AS NEW YORK IN CONNECTION WITH ALL MATTERS RELATING HERETO AND WAIVE ANY OBJECTION TO THE JURISDICTION LAYING OF ALL COURTS FROM WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTSVENUE IN, FOR THE PURPOSE AND ANY CLAIM OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF ANY OF ITS OBLIGATIONS HEREUNDER OR INCONVENIENT FORUM WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBYTO, AND EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE AS TO VENUE IN ANY SUCH THESE COURTS. EACH BORROWER FURTHER AGREES THAT A SUMMONS AND COMPLAINT COMMENCING AN ACTION OR PROCEEDING IN ANY OF SUCH COURTS SHALL BE PROPERLY SERVED AND SHALL CONFER PERSONAL JURISDICTION IF SERVED PERSONALLY OR BY CERTIFIED MAIL TO IT AT ITS ADDRESS PROVIDED IN SECTION 15.04 HEREOF OR AS OTHERWISE PROVIDED UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS. EACH OF THE BORROWERS, THE BANKS, THE SWING LINE LENDER AND THE OPERATIONS AGENT PARTY HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHTS RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING HEREAFTER INSTITUTED BY OR AGAINST SUCH BORROWER COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE TRANSACTION OR THE ACTIONS OF ISSUER OR ITS AFFILIATES IN RESPECT OF THIS AGREEMENT THE NEGOTIATION, PERFORMANCE OR ANY OTHER DOCUMENTS EXECUTED BY OR ON BEHALF OF SUCH BORROWER IN CONNECTION HEREWITH OR THEREWITH.ENFORCEMENT HEREOF. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Confirmation and returning it to us by facsimile to the number provided on the attached facsimile cover page. Confirmed as of the date first written above: CALGON CARBON CORPORATION MXXXXX SXXXXXX & CO. LLC By: /s/ Rxxxxxx X. Xxxx By: /s/ Serkan Savasoglu Name: Rxxxxxx X. Xxxx Name: Serkan Savasoglu Title: Senior Vice President, General Title: Managing Director Counsel and Secretary ANNEX A