Common use of Governing Law; Jurisdiction Clause in Contracts

Governing Law; Jurisdiction. This Agreement and the legal relations thus created between the parties hereto (including, without limitation, any dispute arising out of or related to this Agreement) shall be governed by and construed under and in accordance with the internal laws of the State of New York without reference to its principles of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court located in the State of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth above, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards any dispute between the parties hereto arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction.

Governing Law; Jurisdiction. This Agreement and the legal relations thus created between the parties hereto (including, without limitation, any dispute arising out of or related to this Agreement) shall be governed by and construed under and in accordance with the internal laws of the State of New York York, without reference giving effect to its the choice of law or conflict of laws principles thereof. Each of conflicts the Underwriters and the Company: (a) agrees that any legal suit, action or proceeding arising out of laws. Any such dispute will or relating to this Agreement and/or the transactions contemplated hereby shall be heard instituted exclusively and determined before an appropriate federal court located in the State Supreme Court of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City and thatCounty, or in the course of performing duties hereunder United States District Court for the CompanySouthern District of New York; (b) waives any objection which it may have now or hereafter to the venue of any such suit, Executive shall have multiple contacts with action or proceeding, and (c) irrevocably consents to the business and operations jurisdiction of IAC and the Reporting Officer, as well as other businesses and operations in Supreme Court of the State of New York, and that New York County, or of the United States District Court for those and other reasons this Agreement the Southern District of New York in any such suit, action or proceeding. Each of the Underwriters and the undertakings Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the parties hereunder bear a reasonable relation to Supreme Court of the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located or in the State United States District Court for the Southern District of Delaware in New Castle County, and, in such case, each party hereto submits itself York and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made upon the Company mailed by mailing a copy of any relevant document certified mail to the Company’s address or delivered via overnight delivery shall be deemed in every respect effective service of process upon the party set forth aboveCompany, (ii) waives in any such suit, action or proceeding, and service of process upon the Underwriters mailed by certified mail to the fullest extent permitted by law Underwriter’s address or delivered via overnight delivery shall be deemed in every respect effective service of process upon the Underwriters, in any objection which it may now such suit, action or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreementproceeding. THE COMPANY (ON BEHALF OF ITSELF, (iiiTHE SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards any dispute between the parties hereto arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdictionHEREBY 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. This Agreement and the legal relations thus created between the parties hereto (including, without limitation, any dispute all disputes or controversies arising out of or related relating to this Agreement) Agreement shall be governed by by, and construed under and in accordance with with, the internal laws Laws of the State of New York York, without reference regard to its conflict of law principles that would result in the application of conflicts any Law other than the Law of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court located in the State of New York York. Any unresolved controversy or claim arising out of or relating to this Agreement, except as (i) otherwise provided in this Agreement, or (ii) any such controversies or claims arising out of any Party’s Intellectual Property Rights for which a provisional remedy or equitable relief is sought, shall be submitted to arbitration by one arbitrator mutually agreed upon by the parties, and if no agreement can be reached within thirty (30) days after names of potential arbitrators have been proposed by the American Arbitration Association (the “AAA”), then by one arbitrator having reasonable experience in corporate finance transactions of the type provided for in this Agreement and who is chosen by the AAA. The arbitration shall take place in Richmond, Virginia, in accordance with the AAA rules then in effect, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. There shall be limited discovery prior to the arbitration hearing as follows: (a) exchange of witness lists and copies of documentary evidence and documents relating to or arising out of the issues to be arbitrated, (b) depositions of all party witnesses, and (c) such other depositions as may be allowed by the arbitrator upon a showing of good cause. Depositions shall be conducted in accordance with the New York CountyCode of Civil Procedure, or, if not maintainable therein, then the arbitrator shall be required to provide in an appropriate New York state court located in New York Countywriting to the parties the basis for the award or order of such arbitrator, and each party hereto a court reporter shall record all hearings, with such record constituting the official transcript of such proceedings. Each Party will bear its own costs in respect of any disputes arising under this Agreement. Each of the Parties to this Agreement hereby irrevocably submits itself and its property to the exclusive jurisdiction of the foregoing United States District Court for the Eastern District of Virginia and appellate courts thereof or any Virginia State Court sitting in Henrico County, Virginia for itself and with respect to its property, generally and unconditionally, with regard to any such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State action or proceeding arising out of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons or relating to this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth above, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards any dispute between the parties hereto arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdictiontransactions contemplated hereby.

Governing Law; Jurisdiction. This Agreement shall be construed and interpreted and the legal relations thus created between the parties hereto (including, without limitation, any dispute arising out of or related to this Agreement) shall be rights granted herein governed by and construed under and in accordance with the internal laws of the State of New York without reference Delaware applicable to its contracts executed in and to be performed within such State, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court located in the State of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits itself and its property The Parties hereby irrevocably submit to the exclusive jurisdiction of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference and the Federal courts of the United States of America located in Delaware solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to its principles in this Agreement, and in respect of conflicts the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of laws. In any such a casedocument, if the dispute that it is notnot subject thereto or that such action, for any reason, suit or proceeding may not be brought or is not maintainable in an said courts or that the venue thereof may not be appropriate federal court located or that this Agreement or any such document may not be enforced in or by such courts, and the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party parties hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts irrevocably agree that all claims with respect to such disputesaction or proceeding shall be heard and determined in such a Delaware State or Federal court. Each party hereto The parties hereby consent to and grant any such court jurisdiction over the person of such Parties and over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 8(c) or in such other manner as may be permitted by law shall be valid and sufficient service thereof. EACH PARTY 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 LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth aboveNO 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) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this AgreementEACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards any dispute between the parties hereto arising out of or related to this Agreement and EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdictionEACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATES IN THIS SECTION 8(g).

Governing Law; Jurisdiction. This Agreement and the legal relations thus created transactions contemplated hereby, and all disputes between the parties hereto (includingunder or relating to this Agreement or the transactions contemplated hereby, whether in contract, tort or otherwise, shall be governed by, and construed and enforced in accordance with, the internal Laws of the State of Delaware, without limitationregard to any conflicts of law rules thereof that would result in the application of the Law of any other State. The Delaware Court of Chancery sitting in Wilmington, Delaware (and if the Delaware Court of Chancery shall be unavailable, any dispute Delaware state court and the Federal court of the United States of America sitting in the State of Delaware) will have exclusive jurisdiction over any and all disputes among the parties hereto, whether at law or in equity, based upon, arising out of or related relating to this Agreement) shall be governed by Agreement and construed under the transactions contemplated hereby or the facts and circumstances leading to its execution and delivery, whether in accordance with the internal laws contract, tort or otherwise. Each of the State of New York without reference parties hereto irrevocably consents to its principles of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court located in the State of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits itself and its property agrees to submit to the exclusive jurisdiction of such courts, agrees that process may be served upon them in any manner authorized by the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws Laws of the State of New York do Delaware, and hereby waives, and agrees not govern this Agreement and the legal relations thus created between the parties heretoto assert in any such dispute, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth above, (ii) waives to the fullest extent permitted by law applicable Law, any objection which it may now or hereafter have claim that (a) such party is not personally subject to the courts referred to above on the grounds jurisdiction of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreementsuch courts, (iiib) waives to such party and such party’s property is immune from any legal process issued by such courts or (c) any litigation commenced in such courts is brought in an inconvenient forum. EACH OF THE PARTIES HERETO IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUTSIDE THE TERRITORIAL JURISDICTION OF THE COURTS REFERRED TO IN THIS SECTION 14.14 IN ANY ACTION OR PROCEEDING UNDER OR RELATING TO THIS AGREEMENT OR THE FACTS AND CIRCUMSTANCES LEADING TO ITS EXECUTION AND DELIVERY BY MAILING COPIES THEREOF BY REGISTERED UNITED STATES MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO ITS ADDRESS AS SPECIFIED IN OR PURSUANT TO SECTION 14.01. HOWEVER, THE FOREGOING SHALL NOT LIMIT THE RIGHT OF A PARTY TO EFFECT SERVICE OF PROCESS ON ANY OTHER PARTY BY ANY OTHER LEGALLY AVAILABLE METHOD. Nothing in this Section 14.14 shall limit the fullest extent permitted by law any objection jurisdictions in which it may now or hereafter have to the laying of venue in the courts referred to above as regards any dispute between the parties hereto arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdictionenforced.

Governing Law; Jurisdiction. This Agreement THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF). The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal relations thus created between the parties hereto (includingaction, without limitationsuit or proceeding against it with respect to obligations, liabilities or any dispute other matter arising out of or related to in connection with this Agreement) shall Indenture or the Notes may be governed by and construed under and brought in accordance with the internal laws courts of the State of New York without reference to its principles or the courts of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court the United States located in the State Borough of Manhattan, New York in City, New York Countyand, oruntil amounts due and to become due in respect of the Notes have been paid, if not maintainable therein, then in an appropriate New York state court located in New York County, hereby irrevocably consents and each party hereto submits itself and its property to the non-exclusive jurisdiction of the foregoing courts each such court in personam, generally and unconditionally with respect to such disputesany action, suit or proceeding for itself in respect of its properties, assets and revenues. The parties hereto acknowledge Company irrevocably and agree that this Agreement was executed and delivered in the State of New Yorkunconditionally waives, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth above, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreementlaw, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in of any of the courts referred to above as regards any dispute between the parties hereto aforesaid actions, suits or proceedings arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with this 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 not to plead or claim in any dispute between such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties hereto irrevocably waives any immunity to jurisdiction to which it may be entitled or become entitled (including without limitation sovereign immunity, immunity to pre-award attachment, immunity to post-award attachment or otherwise) in any proceedings against it arising out of or related to based on this Agreement is conclusive and binding on it and may be enforced against it in Indenture or the courts of any other jurisdictiontransactions contemplated hereby.

Governing Law; Jurisdiction. This Agreement (and the legal relations thus created between the parties hereto (including, without limitation, any dispute claims or disputes arising out of or related thereto or to this Agreementthe transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall in all respects be governed by and construed under and in accordance with the internal laws Laws of the State of New York without reference to its principles of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court located in the State of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City including all matters of construction, validity and thatperformance, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware each case without reference to its any choice-of-law or conflict of law principles that might lead to the application of conflicts the laws of lawsany other jurisdiction. In such a case, if Subject to the dispute is not, for any reason, maintainable in an appropriate federal court located in provisions of Section 9 of the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively Separation and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such caseDistribution Agreement, each party hereto of the Parties irrevocably submits itself and its property to the exclusive jurisdiction of (a) the foregoing Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with respect Section 9 of the Separation and Distribution Agreement or to such disputesprevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each party hereto (i) of the Parties further agrees that service of process may be made any process, summons, notice or document by mailing a copy of any relevant document U.S. registered mail to the such Party’s respective address set forth in Section 11.6 of the party set forth aboveSeparation and Distribution Agreement shall be effective service of process for any action, (ii) suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 6.6. Each of the Parties irrevocably and unconditionally waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards of any dispute between the parties hereto action, suit or proceeding arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it transactions contemplated hereby in the courts of Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any other jurisdictionsuch court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE. The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal relations thus created between the parties hereto (includingaction, without limitationsuit or proceeding against it with respect to obligations, liabilities or any dispute other matter arising out of or related to in connection with this Agreement) shall Indenture or the Notes may be governed by and construed under and brought in accordance with the internal laws courts of the State of New York without reference to its principles or the courts of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court the United States located in the State Borough of Manhattan, New York in City, New York Countyand, oruntil amounts due and to become due in respect of the Notes have been paid, if not maintainable therein, then in an appropriate New York state court located in New York County, hereby irrevocably consents and each party hereto submits itself and its property to the non-exclusive jurisdiction of the foregoing courts each such court in personam, generally and unconditionally with respect to such disputesany action, suit or proceeding for itself in respect of its properties, assets and revenues. The parties hereto acknowledge Company irrevocably and agree that this Agreement was executed and delivered in the State of New Yorkunconditionally waives, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth above, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreementlaw, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in of any of the courts referred to above as regards any dispute between the parties hereto aforesaid actions, suits or proceedings arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it 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 not to plead or claim in any other jurisdictionsuch court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE OR EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF). The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal relations thus created between the parties hereto (includingaction, without limitationsuit or proceeding against it with respect to obligations, liabilities or any dispute other matter arising out of or related to in connection with this Agreement) shall Indenture or the Notes may be governed by and construed under and brought in accordance with the internal laws courts of the State of New York without reference to its principles or the courts of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court the United States located in the State Borough of Manhattan, New York in City, New York Countyand, oruntil amounts due and to become due in respect of the Notes have been paid, if not maintainable therein, then in an appropriate New York state court located in New York County, hereby irrevocably consents and each party hereto submits itself and its property to the non-exclusive jurisdiction of the foregoing courts each such court in personam, generally and unconditionally with respect to such disputesany action, suit or proceeding for itself in respect of its properties, assets and revenues. The parties hereto acknowledge Company irrevocably and agree that this Agreement was executed and delivered in the State of New Yorkunconditionally waives, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth above, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreementlaw, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in of any of the courts referred to above as regards any dispute between the parties hereto aforesaid actions, suits or proceedings arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between this Indenture or the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it Notes 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 not to plead or claim in any other jurisdictionsuch court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE APPLICATION TO THE NOTES OF THE PROVISIONS SET OUT IN ARTICLES 470-1 TO 470-19 OF THE LUXEMBOURG LAW ON COMMERCIAL COMPANIES DATED AUGUST 10, 1915, AS AMENDED, IS EXCLUDED. The Issuers, the Parent and any Guarantor each irrevocably consent and agree, for the benefit of the holders from time to time of the Notes, the Second Lien Trustee and the Second Lien Collateral Agent, that any legal relations thus created between the parties hereto (includingaction, without limitationsuit or proceeding against any of them with respect to its obligations, liabilities or any dispute other matter arising out of or related to in connection with this Agreement) shall Indenture or the Notes may be governed by and construed under and brought in accordance with the internal laws courts of the State of New York without reference to its principles or the courts of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court the United States located in the State Borough of Manhattan, New York in City, New York Countyand, oruntil amounts due and to become due in respect of the Notes have been paid, if not maintainable therein, then in an appropriate New York state court located in New York County, hereby irrevocably consent and each party hereto submits itself and its property submit to the non exclusive jurisdiction of the foregoing courts each such court in personam, generally and unconditionally with respect to such disputesany action, suit or proceeding for itself and in respect of its properties, assets and revenues. The parties hereto acknowledge Issuer hereby irrevocably and agree that this Agreement was executed unconditionally designates and delivered appoints ST Shared Services LLC, 000 XxXxxxxxx Xxxx., Hazelwood, MO 63042, U.S.A. (and any successor entity) as its authorized agent to receive and forward on its behalf service of any and all process which may be served in the State of New Yorkany such suit, that IAC is headquartered action or proceeding in New York City any such court and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process upon ST Shared Services LLC shall be deemed in every respect effective service of process upon the Issuer in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Issuer, as the case may be. Said designation and appointment shall be made by mailing a copy of any relevant document to irrevocable. Nothing in this Section 14.08 shall affect the address right of the party set forth above, (ii) waives holders to the fullest extent serve process in any manner permitted by law any objection which it may now or hereafter have limit the right of the holders to bring proceedings against a Guarantor or the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards any dispute between the parties hereto arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it Issuers in the courts of any other jurisdictionjurisdiction or jurisdictions. The Issuer further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment set forth in the immediately preceding sentence in full force and effect so long as the Notes are outstanding. The Issuer hereby irrevocably and unconditionally authorizes and directs its agent to accept such service on its behalf. If for any reason any authorized agent ceases to be available to act as such, the Issuer agrees to designate a new agent in the United States of America.

Governing Law; Jurisdiction. This Subscription Agreement and the legal relations thus created between the parties hereto (including, without limitation, any dispute arising out of or related to this Agreement) shall be governed by and construed under and in accordance with the internal laws of the State of Delaware. The Subscriber irrevocably and unconditionally (i) submits to the nonexclusive jurisdiction of the Court of Chancery of the State of Delaware for New York without reference to its principles of conflicts of laws. Any Castle County, unless said court does not have subject matter jurisdiction, then in such dispute will be heard exclusively and determined before an appropriate U.S. federal or state court located in the State of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York CountyDelaware, and each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City and thatany appellate court from any thereof, in the course of performing duties hereunder for the Companyany claim, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto action or proceeding arising out of or related to in connection with this Subscription Agreement, or for recognition or enforcement of any judgment, (ii) agrees and consents that service of process as provided by the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles may be made upon the Subscriber in any such suit, action or proceeding brought in any of conflicts of laws. In said courts, and that the Subscriber may not claim that any such a casesuit, if the dispute is not, for any reason, maintainable action or proceeding has been brought in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively inconvenient forum and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (iiii) agrees that service nothing herein shall affect any right that the General Partner (or any of process its lenders) or any of its respective affiliates may be made by mailing a copy of any relevant document to the address of the party set forth above, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter otherwise have to the courts referred to above on the grounds of inconvenient forum bring any suit, action or otherwise as regards any dispute between the parties hereto arising out of or related proceeding relating to this Subscription Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now applicable Partnership Agreement or hereafter have to the laying of venue in OM against the courts referred to above as regards any dispute between the parties hereto arising out of Subscriber or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it its properties in the courts of any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. SIGNATURE PAGE Execution of this Subscription Agreement via this Signature Page (i) evidences the Subscriber’s agreement (1) to be bound by and adhere to this Subscription Agreement and (2) to be admitted as a Limited Partner of the Selected Fund with the commitments to each up to the amount as set out in the accompanying Subscriber Information Form, and (ii) shall authorize the General Partner, as attorney and agent on the Subscriber’s behalf, to execute and attach a counterpart signature page to the Partnership Agreement of the Selected Fund. The Subscriber confirms that the information contained in the Subscriber Information Form is complete and accurate and will notify the General Partner immediately of any change occurring prior to the acceptance of its subscription.

Governing Law; Jurisdiction. This Agreement (and the legal relations thus created between the parties hereto (including, without limitation, any dispute claims or disputes arising out of or related thereto or to this Agreementthe transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed under and in accordance with the internal laws Laws of the State of New York without reference to its principles of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court located in the State of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City including all matters of construction, validity and thatperformance, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware each case without reference to its any choice-of-law or conflict of law principles that might lead to the application of conflicts the Laws of lawsany other jurisdiction. In such a case, if Subject to the dispute is not, for any reason, maintainable in an appropriate federal court located in provisions of Section 8 of the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively Separation and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such caseDistribution Agreement, each party hereto of the Parties irrevocably submits itself and its property to the exclusive jurisdiction of (a) the foregoing Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with respect Section 8 of the Separation and Distribution Agreement or to such disputesprevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each party hereto (i) of the Parties further agrees that service of process may be made any process, summons, notice or document by mailing a copy of any relevant document U.S. registered mail to the such Party’s respective address set forth in Section 10.6 of the party set forth aboveSeparation and Distribution Agreement shall be effective service of process for any action, (ii) suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 12.14. Each of the Parties irrevocably and unconditionally waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards of any dispute between the parties hereto action, suit or proceeding arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it transactions contemplated hereby in the courts of Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any other jurisdictionsuch court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement (and the legal relations thus created between the parties hereto (including, without limitation, any dispute claims or disputes arising out of or related thereto or to this Agreementthe transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed under and in accordance with the internal laws Laws of the State of New York without reference to its principles of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court located in the State of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City including all matters of construction, validity and thatperformance, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware each case without reference to its any choice-of-law or conflict of law principles that might lead to the application of conflicts the Laws of lawsany other jurisdiction. In such a case, if Subject to the dispute is not, for any reason, maintainable in an appropriate federal court located in provisions of Section 9 of the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively Separation and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such caseDistribution Agreement, each party hereto of the Parties irrevocably submits itself and its property to the exclusive jurisdiction of (a) the foregoing Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with respect Section 9 of the Separation and Distribution Agreement or to such disputesprevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each party hereto (i) of the Parties further agrees that service of process may be made any process, summons, notice or document by mailing a copy of any relevant document U.S. registered mail to the such Party’s respective address set forth in Section 11.6 of the party set forth aboveSeparation and Distribution Agreement shall be effective service of process for any action, (ii) suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 14. Each of the Parties irrevocably and unconditionally waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards of any dispute between the parties hereto action, suit or proceeding arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it transactions contemplated hereby in the courts of Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any other jurisdictionsuch court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement and the legal relations thus created between the parties hereto (including, without limitation, any dispute arising out of or related to this Agreement) shall be governed by by, construed under, and construed under and enforced in accordance with the internal laws Laws of the State of Delaware, without giving effect to 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; provided that to the extent a claim is brought under the Debt Commitment Letters, the Laws of the State of New York without reference to its principles of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court located in the State of New York in New York Countyshall apply (but, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Companyavoidance of doubt, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws Laws of the State of Delaware without reference shall apply in all cases with respect to its principles the definition, interpretation of conflicts the meaning and application of lawsCompany Material Adverse Effect (or other similar event) and whether a Company Material Adverse Effect has occurred). In such a caseaddition, if each of the dispute is notparties 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 reasonjudgment in respect of this Agreement and the rights and obligations arising hereunder brought by any other party hereto or its successors or assigns, maintainable in an appropriate federal court located shall be brought and determined exclusively in the State Delaware Court of New York in New York County or an appropriate New York Chancery and any state appellate court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in therefrom within the State of Delaware in New Castle County(or, andif the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, in any state or federal court within the State of Delaware) (collectively, the “Chosen Courts”). Each of the parties hereto hereby irrevocably submits with regard to any such case, each party hereto submits action or proceeding for itself and in respect of its property property, generally and unconditionally, to the exclusive personal jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) Chosen Courts and agrees that service of process may be made by mailing a copy of it will not bring any relevant document action relating to the address this Agreement or any of the party set forth abovetransactions contemplated by this Agreement in any court other than the aforesaid courts. Notwithstanding anything else in this Section 9.4 or elsewhere in this Agreement, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out agree that New York State or United States federal courts sitting in the borough of Manhattan, New York City (and any New York State or related to United States Federal court from which appeal therefrom may validly be taken) shall have exclusive jurisdiction over the parties in and over any such Action, arbitration, claim or proceeding brought against any financing source under the Debt Commitment Letters (including each Lender) or any of their respective Affiliates in connection with this Agreement, (iii) waives any Debt Commitment Letters or the transactions contemplated hereby or thereby, or the failure of such transactions to the fullest extent permitted by law any objection which it may now be consummated, and nothing in this Section 9.4 or hereafter have to the laying of venue elsewhere in the courts referred to above as regards any dispute between the parties hereto arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred shall be construed to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdictionprovide otherwise.

Governing Law; Jurisdiction. This Agreement and THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each party hereto irrevocably submits to the legal relations thus created between the parties hereto exclusive jurisdiction of (including, without limitation, a) any dispute arising out of or related to this Agreement) shall be governed by and construed under and in accordance with the internal laws court of the State of New York without reference to its principles of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court located in the State of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City and that, in (b) the course of performing duties hereunder United States District Court for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State Southern District of New York, and that any appellate court from any thereof, for those and other reasons this Agreement and the undertakings purposes of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto any proceeding arising out of or related relating to this AgreementAgreement or the consummation of the transactions contemplated hereby, or for recognition or enforcement of any judgment, and each party irrevocably and unconditionally agrees that all claims in respect of such proceeding may be heard in such state court or, to the internal laws extent permitted by applicable Law, in such federal court. Each party agrees to commence any such proceeding either in the United States District Court for the Southern District of New York (and appellate courts thereof) or, if such proceeding may not be brought in such court for jurisdictional reasons, in any court of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively New York (and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing appellate courts with respect to such disputesthereof). Each party hereto (i) further agrees that service of process may be made any process, summons, notice or document by mailing a copy of any relevant document U.S. registered mail to the such party’s address of the party set forth aboveabove shall be effective service of process for any action, (ii) suit or proceeding in New York with respect to any matters to which such party has submitted to jurisdiction in this Section 9.8. Each party irrevocably and unconditionally waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards of any dispute between the parties hereto action, suit or proceeding arising out of or related relating to this Agreement and (iv) agrees that a judgment or order the consummation of the transactions contemplated hereby, in any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it in the courts first sentence of this Section 9.8 and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any other jurisdictionsuch court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement THIS INDENTURE, THE GUARANTEE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE, THE GUARANTEE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF). Each of Company and the Reference Entity irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal relations thus created between action, suit or proceeding against the parties hereto (includingCompany or the Reference Entity with respect to obligations, without limitation, liabilities or any dispute other matter arising out of or related to in connection with this Agreement) shall Indenture, the Guarantee or the Notes may be governed by and construed under and brought in accordance with the internal laws courts of the State of New York without reference to its principles or the courts of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court the United States located in the State Borough of Manhattan, New York in City, New York Countyand, oruntil amounts due and to become due in respect of the Notes have been paid, if not maintainable therein, then in an appropriate New York state court located in New York County, hereby irrevocably consents and each party hereto submits itself and its property to the non-exclusive jurisdiction of the foregoing courts each such court in personam, generally and unconditionally with respect to such disputesany action, suit or proceeding for itself in respect of its properties, assets and revenues. The parties hereto acknowledge and agree that this Agreement was executed and delivered in Each of the State of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC Company and the Reporting OfficerReference Entity irrevocably and unconditionally waives, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth above, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreementlaw, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in of any of the courts referred to above as regards any dispute between the parties hereto aforesaid actions, suits or proceedings arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between this Indenture, the parties hereto arising out of Guarantee or related to this Agreement is conclusive and binding on it and may be enforced against it the Notes 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 not to plead or claim in any other jurisdictionsuch court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement letter agreement and the legal relations thus created between schedules hereto shall be governed and construed in accordance with the parties hereto (includinglaws of the State of New York, without limitation, regard to any dispute applicable conflicts of law principles that would cause the application of the laws of any other jurisdiction. All actions arising out of or related relating to this Agreement) letter agreement shall be governed by heard and construed under determined exclusively in any New York federal court sitting in the Borough of Manhattan of the City of New York, provided, however, that if such federal court does not have jurisdiction over such action, such action shall be heard and determined exclusively in the New York State Supreme Court Commercial Division in and for New York County, New York. Each of the parties hereto hereby (a) irrevocably submits for itself and in accordance with respect of its property, generally and unconditionally, to the internal exclusive jurisdiction of any of the above-named courts for the purpose of any action arising under the laws of the State of New York without reference out of or relating to its principles of conflicts of laws. Any such dispute will be heard exclusively this letter agreement brought by any party hereto and determined before an appropriate federal court located in the State of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County(b) irrevocably waives, and each party hereto submits itself agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action with respect to this letter agreement and its property the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this letter agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the exclusive jurisdiction of the foregoing aforesaid courts with respect for any reason other than the failure to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and serve process in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth abovethis Section 8, (ii) waives 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 (iii) to the fullest extent permitted by law applicable Law, any objection which it claim that (A) the action in such court is brought in an inconvenient forum, (B) the venue of such action is improper or (C) this letter agreement, or the subject matter hereof, may now not be enforced in or hereafter have to the courts referred to above on the grounds by such courts. Each of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards any dispute between the parties hereto arising out of or related to this Agreement and (iv) agrees that a judgment mailing of process or order of any court referred to above other papers in connection with any dispute between such action in the parties hereto arising out of manner provided herein or related to this Agreement is conclusive and binding on it and in such other manner as may be enforced against it in the courts of any other jurisdictionpermitted by applicable Laws, will be valid and sufficient service thereof.

Governing Law; Jurisdiction. This Agreement THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Each of the Company and the Guarantors, if any, irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal relations thus created between the parties hereto (includingaction, without limitationsuit or proceeding against it with respect to obligations, liabilities or any dispute other matter arising out of or related to in connection with this Agreement) shall Indenture or the Notes may be governed by and construed under and brought in accordance with the internal laws courts of the State of New York without reference to its principles or the courts of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court the United States located in the State Borough of Manhattan, New York in City, New York Countyand, oruntil amounts due and to become due in respect of the Notes have been paid, if not maintainable therein, then in an appropriate New York state court located in New York County, hereby irrevocably consents and each party hereto submits itself and its property to the non-exclusive jurisdiction of the foregoing courts each such court in personam, generally and unconditionally with respect to such disputesany action, suit or proceeding for itself in respect of its properties, assets and revenues. The parties hereto acknowledge and agree that this Agreement was executed and delivered in Each of the State of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC Company and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a caseGuarantors, if the dispute is notany, for any reasonirrevocably and unconditionally waives, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth above, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreementlaw, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in of any of the courts referred to above as regards any dispute between the parties hereto aforesaid actions, suits or proceedings arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it 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 not to plead or claim in any other jurisdictionsuch court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement shall be deemed to have been executed and delivered in New York and both this Agreement and the legal relations thus created between the parties hereto (including, without limitation, any dispute arising out of or related to this Agreement) transactions contemplated hereby shall be governed by and construed under as to validity, interpretation, construction, effect, and in accordance with all other respects by the internal laws of the State of New York York, without reference regard to its principles of the conflicts of lawslaws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Any such dispute will The Exclusive Managing Agent and the Company: (a) agree that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be heard instituted exclusively and determined before an appropriate federal court located in the State Supreme Court of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City and thatCounty, or in the course of performing duties hereunder United States District Court for the CompanySouthern District of New York, Executive shall (b) waive any objection which it may have multiple contacts with or hereafter to the business venue of any such suit, action or proceeding, and operations (c) irrevocably consent to the jurisdiction of IAC and the Reporting Officer, as well as other businesses and operations in Supreme Court of the State of New York, and that New York County, or in the United States District Court for those and other reasons this Agreement the Southern District of New York in any such suit, action or proceeding. The Exclusive Managing Agent and the undertakings Company further agree to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the parties hereunder bear a reasonable relation to Supreme Court of the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located or in the State United States District Court for the Southern District of Delaware in New Castle County, and, in such case, each party hereto submits itself York and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees agree that service of process may be made upon the Company mailed by mailing a copy of any relevant document certified mail to the Company’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service of process upon the party set forth aboveCompany, in any such suit, action or proceeding, mailed by certified mail to each such Exclusive Managing Agent’s address or delivered by Federal Express via overnight delivery shall be deemed in every respect effective service process upon the served Exclusive Managing Agent, in any such suit, action or proceeding. THE COMPANY (iiON BEHALF OF ITSELF, THE SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this AgreementHEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards any dispute between the parties hereto arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdictionARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS.

Governing Law; Jurisdiction. This Agreement and the legal relations thus created between the parties hereto (including, without limitation, any dispute arising out of or related to this Agreement) shall be governed by and construed under and interpreted in accordance with the internal substantive laws of the State of New York York, without reference regard to its principles or any other jurisdiction’s choice of conflicts of lawslaw rules. Any such dispute will and all disputes arising out of, concerning, or related to this Agreement, or to the interpretation, performance, breach or termination thereof shall be heard exclusively referred to and determined before an appropriate federal court located resolved by arbitration administered in the State New York, New York, in accordance with the then current Comprehensive Arbitration Rules and Procedures of New York in New York Countythe Judicial Arbitration and Mediation Services, orInc. (“JAMS”), if not maintainable therein, then in an appropriate New York state court located in New York Countyor its successor, and each party judgment upon the award rendered may be entered in any court having jurisdiction thereof. Such arbitration shall be conducted by a single arbitrator appointed by JAMS in accordance with its rules. The decision of the arbitrator as to any claim or dispute shall be final, binding, and conclusive upon the parties. Such decision shall be written and shall be supported by written findings of fact and conclusions which shall set forth the award, judgment, decree or order awarded by the arbitrator. In the event that recourse to the courts shall be necessary for the purpose of determining any question of law required to be determined for arbitration or for interim or conservatory relief, including a temporary restriction order or preliminary injunction (as necessary), the parties hereto submits itself and its property hereby submit to the exclusive jurisdiction of the foregoing state and federal courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation agree not to the State of New York. If an appropriate court determinescommence any suit, in connection with a dispute between the parties hereto arising out of action or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, proceeding relating thereto except in such casecourts, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth abovewaive, (ii) waives to the fullest extent permitted by law law, the right to move to dismiss or transfer any action brought in such courts on the basis of any objection which it may now to personal jurisdiction or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreementvenue. 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, THE OTHER TRANSACTION DOCUMENTS, THE SHARES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards any dispute between the parties hereto arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdictionINCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS 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. This Agreement and any claim related directly or indirectly to this Agreement shall be governed by and construed in accordance with the legal relations thus created between laws of the State of New York, without regard to the principles of conflicts of law thereof that would defer to the substantive laws of any other jurisdiction. The parties agree that, during the period from the Petition Date until the date on which the Bankruptcy Case is closed or dismissed (the “Bankruptcy Period”), the Bankruptcy Court shall have exclusive jurisdiction to resolve any controversy, claim or dispute arising out of or relating to this Agreement or any other agreement entered into in connection herewith, including the DIP Facility and any other agreement entered into by the parties hereto in contemplation thereof, the implementation and enforcement hereof or thereof or the breach hereof or thereof. The parties further agree that, prior to and following the Bankruptcy Period, any action or proceeding with respect to such controversy, claim or dispute shall be brought against any of the parties exclusively in the United States District Court for the Southern District of New York, and each of the parties hereby consents to the personal jurisdiction of such court and the Bankruptcy Court (and to the appropriate appellate courts) in any such action or proceeding and waives any objection, including, without limitation, any dispute arising out of or related to this Agreement) shall be governed by and construed under and in accordance with the internal laws of the State of New York without reference to its principles of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court located in the State of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits itself and its property objection to the exclusive jurisdiction laying of venue or on the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State grounds of New Yorkforum non conveniens, that IAC is headquartered in New York City and that, in the course which any of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth above, (ii) waives to the fullest extent permitted by law any objection which it them may now or hereafter have to the courts referred to above on the grounds bringing of inconvenient forum such action or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives proceeding in such respective jurisdictions. Each party hereby irrevocably consents to the fullest extent permitted service of process of any of the aforesaid courts in any such action or proceeding by law any objection which it may now the mailing of copies thereof by registered or hereafter have certified mail, postage prepaid, to the laying of venue in the courts referred other parties to above as regards any dispute between the parties hereto arising out of such action or related to this Agreement proceeding. Each party acknowledges and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to controversy which may arise under this Agreement is conclusive likely to involve complicated and binding on it difficult issues, and therefore each party hereby irrevocably and unconditionally waives any right such party may be enforced against it in the courts of any other jurisdictionhave to a trial by jury.

Governing Law; Jurisdiction. This Joinder Agreement and the legal relations thus created between the parties hereto (including, without limitation, any dispute arising out of or related to this Agreement) shall be governed by and construed under and in accordance with the internal laws of the State Commonwealth of New York without reference Massachusetts applied to its principles contracts to be performed wholly within the Commonwealth of conflicts of lawsMassachusetts. Any such dispute will judicial proceeding brought by or against the Additional Guarantor with respect to this Joinder Agreement, the Documents or any Other Documents may be heard exclusively and determined before an appropriate federal brought in any court located of competent jurisdiction in the State Commonwealth of New York in New York CountyMassachusetts, orUnited States of America, if not maintainable thereinand, then in an appropriate New York state court located in New York Countyby execution and delivery of this Agreement, and each party hereto submits the Additional Guarantor accepts for itself and in connection with its property to properties, generally and unconditionally, the non-exclusive jurisdiction of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New Yorkaforesaid courts, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation irrevocably agrees to the State of New York. If an appropriate court determines, be bound by any judgment rendered thereby in connection with a dispute between the parties hereto arising out this Joinder Agreement. The Additional Guarantor hereby waives personal service of or related to this Agreement, any and all process upon it and consents that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and all such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document registered mail (return receipt requested) directed to the Borrower at its address set forth in Section 15.6 of the party set forth above, Credit Agreement and service so made shall be deemed completed five (ii5) waives days after the same shall have been so deposited in the mails of the United States of America. Nothing herein shall affect the right to the fullest extent serve process in any manner permitted by law or shall limit the right of Agent or any objection which it may now or hereafter have Lender to bring proceedings against the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards any dispute between the parties hereto arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it Additional Guarantor in the courts of any other jurisdiction. The Additional Guarantor waives any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Additional Guarantor waives the right to remove any judicial proceeding brought against the Additional Guarantor in any state court to any federal court. Any judicial proceeding by the Additional Guarantor against Agent or any Lender involving, directly or indirectly, any matter or claim in any way arising out of, related to or connected with this Joinder Agreement, the Documents or any Other Documents, shall be brought only in a federal or state court located in the County of Suffolk, Commonwealth of Massachusetts.

Governing Law; Jurisdiction. This Subscription Agreement and the legal relations thus created between the parties hereto (including, without limitation, any dispute arising out of or related to this Agreement) shall be governed by and construed under and in accordance with the internal laws of the State of New York without reference Texas. The Subscriber and the Company consents to its principles the jurisdiction of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate any state or federal court of competent jurisdiction located within TEXAS and no other place and irrevocably agrees that all actions or proceedings relating to this Subscription Agreement may be litigated in such courts. The Subscriber and the State of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits Company accepts for itself and himself and in connection with its property to and his respective properties, generally and unconditionally, the exclusive jurisdiction of the foregoing aforesaid courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State waives any defense of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New Yorkforum non conveniens, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation irrevocably agrees to the State of New York. If an appropriate court determines, be bound by any judgment rendered thereby in connection with a dispute between this Subscription Agreement. The Subscriber and the parties Company further irrevocably consents to the service of process out of any of the aforementioned courts in the manner and in the address specified in this Subscription Agreement. Both Parties hereto hereby irrevocably waive all right to trial by jury in any action, proceeding or counterclaim (whether based in contract, tort or otherwise) arising out of or related relating to this AgreementSubscription Agreement or the actions of either party in the negotiation, that the internal laws administration, performance and enforcement thereof. Both Parties hereto also waive any bond or surety or security upon such bond which might, but for this waiver, be required of the State of New York do Parties. Both Parties hereto further warrant and represent that they knowingly and voluntarily waive their jury trial rights. This waiver is irrevocable, meaning that it may not govern be modified either orally or in writing, and this Agreement and the legal relations thus created between the parties heretowaiver shall apply to any subsequent amendments, then renewals, supplements or modifications to this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of lawsSubscription Agreement. In such a casethe event of litigation, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process this Subscription Agreement may be made filed as a written consent to a trial by mailing a copy of any relevant document to the address of the party set forth above, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards any dispute between the parties hereto arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdictioncourt.

Governing Law; Jurisdiction. This Agreement THIS INDENTURE, THE GUARANTEE AND EACH BOND SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO ANY CONFLICTS OF LAWS PROVISIONS THEREOF THAT WOULD APPLY THE LAWS OF ANOTHER JURISDICTION). By the execution and delivery of this Indenture, each of the Company and the legal relations thus created between the parties hereto Guarantor (includingi) irrevocably designates and appoints, without limitationand acknowledges that it has irrevocably designated and appointed, Transocean Inc., 0 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxx 00000 as its authorized agent upon which process may be served in any dispute suit, action or proceeding arising out of or related relating to the Bonds, the Guarantee or this Agreement) shall Indenture that may be governed by and construed under and instituted in accordance with the internal laws of the State of New York without reference to its principles of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate any United States federal court located in the State of New York in New York County, or, if not maintainable therein, then in an appropriate or New York state court located in The City of New York Countyor brought under federal or state securities laws or brought by the Trustee (whether in its individual capacity or in its capacity as Trustee hereunder) or, and each party hereto submits itself and its property subject to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Section 6.05, any Holder in any United States federal or New York state court in The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State City of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation (ii) submits to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the non-exclusive jurisdiction of the foregoing courts with respect to any such disputes. Each party hereto court in any such suit, action or proceeding, and (iiii) agrees that service of process upon the Company and written notice of said service to the Company (mailed or delivered to its Secretary at its principal office specified in Section 17.03), shall be deemed in every respect effective service of process upon the Company in any such suit, action or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be made by mailing a copy necessary to continue such designation and appointment of the Company in full force and effect so long as any of the Bonds shall be outstanding or any amounts shall be payable in respect of any relevant document to the address Bonds. Each of the party set forth aboveCompany and the Guarantor irrevocably and unconditionally waives, (ii) waives to the fullest extent permitted by law law, any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which that it may now or hereafter have to the laying of venue of any such action, suit or proceeding in any such court or any appellate court with respect thereto and irrevocably waives, to the courts referred fullest extent permitted by law, the defense of an inconvenient forum to above as regards the maintenance of any dispute between such action, suit or proceeding in any such court. To the parties hereto arising out of extent that the Company or related to this Agreement and (iv) agrees that a judgment the Guarantor has or order hereafter may acquire any immunity from jurisdiction of any court referred or from any legal process (whether through service of notice, attachment prior to above judgment, attachment in connection aid of execution, execution or otherwise) with any dispute between respect to itself or its property, each of them hereby irrevocably waives such immunity in respect of its obligations under this Indenture, the parties hereto arising out of or related Bonds and the Guarantee, to this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdictionextent permitted by law.

Governing Law; Jurisdiction. This Agreement THIS INDENTURE AND EACH OTHER NOTES DOCUMENT (EXCEPT, IN THE CASE OF THE OTHER NOTES DOCUMENTS, TO THE EXTENT EXPLICITLY SET FORTH THEREIN), AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH OTHER NOTES DOCUMENT, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes, the Trustee and the Collateral Agent, that any legal relations thus created between the parties hereto (includingaction, without limitationsuit or proceeding against it with respect to obligations, liabilities or any dispute other matter arising out of or related to in connection with this Agreement) shall Indenture, the Notes or the Note Guarantees may be governed by and construed under and brought in accordance with the internal laws courts of the State of New York without reference to its principles or the courts of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court the United States located in the State Borough of Manhattan, New York in City, New York Countyand, oruntil amounts due and to become due in respect of the Notes have been paid, if not maintainable therein, then in an appropriate New York state court located in New York County, hereby irrevocably consents and each party hereto submits itself and its property to the non-exclusive jurisdiction of the foregoing courts each such court in personam, generally and unconditionally with respect to such disputesany action, suit or proceeding for itself in respect of its properties, assets and revenues. The parties hereto acknowledge Company irrevocably and agree that this Agreement was executed and delivered in the State of New Yorkunconditionally waives, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth above, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreementlaw, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in of any of the courts referred to above as regards any dispute between the parties hereto aforesaid actions, suits or proceedings arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it 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 not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The Company agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Company at its address set forth in Section 19.03 or at such other address of which the Trustee shall have been notified pursuant thereto. Nothing in this Indenture or in any other jurisdictionNotes Document shall affect any right that the Trustee, the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding to enforce any award or judgment or exercise any right under the Collateral Documents or against any Collateral or any other Property of any Note Party in the courts of another forum in which jurisdiction can be established.

Governing Law; Jurisdiction. This Agreement Agreement, the rights and the legal relations thus created between obligations of the parties hereto (includinghereto, without limitationand any claims or disputes relating thereto, any dispute arising out of or related to this Agreement) shall be governed by and construed under and in accordance with the internal laws of the State of New York Ohio without reference regard to its principles choice of conflicts law provisions). Each of laws. Any such the parties agrees that any dispute will between the parties shall be heard exclusively and determined before an appropriate federal court located resolved only in the courts of the State of New York Ohio or the United States District Court for the Southern District of Ohio and the appellate courts having jurisdiction of appeals in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York Countysuch courts. In that context, and without limiting the generality of the foregoing, each party of the parties hereto irrevocably and unconditionally (a) submits itself in any proceeding relating to this Agreement or Executive’s employment by the Company or any affiliate, or for the recognition and its property enforcement of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement Ohio, the court of the United States of America for the Southern District of Ohio, and appellate courts having jurisdiction of appeals from any of the legal relations thus created between the parties heretoforegoing, then this Agreement and agrees that all claims in respect of any such legal relations Proceeding shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state in such Ohio State court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in to the State of Delaware in New Castle County, andextent permitted by law, in such casefederal court, each party hereto submits itself (b) consents that any such Proceeding may and its property shall be brought in such courts and waives any objection that Executive or the Company may now or thereafter have to the exclusive venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the foregoing courts with respect to such disputes. Each party hereto same, (ic) WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR EXECUTIVE’S EMPLOYMENT BY THE COMPANY OR ANY AFFILIATE OF THE COMPANY, OR EXECUTIVE’S OR THE COMPANY’S PERFORMANCE UNDER, OR THE ENFORCEMENT OF, THIS AGREEMENT, (d) agrees that service of process in any such Proceeding may be made effected by mailing a copy of such process by registered or certified mail (or any relevant document substantially similar form of mail), postage prepaid, to such party at Executive’s or the Company’s address of the party set forth aboveas provided in Section 13 hereof, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards any dispute between the parties hereto arising out of or related to this Agreement and (ive) agrees that a judgment or order of any court referred to above nothing in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it shall affect the right to effect service of process in the courts of any other jurisdictionmanner permitted by the laws of the State of Ohio.

Governing Law; Jurisdiction. This Assumption and Joinder Agreement and the legal relations thus created between the parties hereto (including, without limitation, any dispute arising out of or related to this Agreement) shall be governed by and construed under and in accordance with the internal laws of the State of New York Delaware, without reference giving effect to its the principles of conflicts of lawslaw thereof. Any such dispute suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Assumption and Joinder Agreement will be heard brought exclusively and determined before an appropriate in the Court of Chancery of the State of Delaware (the “Delaware Chancery Court”), or, if the Delaware Chancery Court does not have subject matter jurisdiction, in the federal court courts located in the State of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputesDelaware. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings Each of the parties hereunder bear a reasonable relation hereby consents to the State of New York. If an appropriate personal jurisdiction in any such action, suit or proceeding brought in any such court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws (and of the State of New York do not govern this Agreement appropriate appellate courts therefrom) and the legal relations thus created between the parties heretoirrevocably waives, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth above, (ii) waives to the fullest extent permitted by law law, any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the courts referred to above as regards world, whether within or without the jurisdiction of any dispute between such court. Without limiting the parties hereto arising out of or related to this Agreement and (iv) foregoing, each party agrees that a judgment service of process on such party as provided in Section 4 of this Assumption and Joinder Agreement or order Section 8.6 of any court referred to above in connection with any dispute between the parties hereto arising out Tax Sharing Agreement shall be deemed effective service of or related to this Agreement is conclusive and binding process on it and may be enforced against it in the courts of any other jurisdictionsuch party. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS ASSUMPTION AND JOINDER AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction. This Agreement and the legal relations thus created between the parties hereto (includingAny dispute, without limitationdisagreement, any dispute conflict of interpretation or claim arising out of or related relating to this Agreement) , or its enforcement, shall be governed by and construed under and in accordance with the internal laws of the State of New York without reference to its principles of conflicts of lawsYork. Any such dispute will be heard exclusively Seller and determined before an appropriate federal court located in the State of New York in New York CountyPurchasers hereby irrevocably and unconditionally submit, orfor themselves and their property, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits itself and its property to the exclusive nonexclusive jurisdiction of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws Supreme Court of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or an appropriate proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, State or, if not maintainable therein, then in an appropriate federal court located in to the State of Delaware in New Castle County, andextent permitted by law, in such case, each party hereto submits itself and its property to the exclusive jurisdiction Federal court. Each of the foregoing courts with respect to parties hereto agrees that a final judgment in any such disputesaction 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 hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth abovehereby irrevocably and unconditionally waives, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreementlegally and effectively do so, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards of any dispute between the parties hereto suit, action or proceeding arising out of or related relating to this Agreement and (iv) agrees that a judgment or order of in any court referred to above in connection with any dispute between above. Each of the parties hereto arising out hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or related proceeding in any such court. Each party to this Agreement is conclusive and binding on it and may be enforced against it irrevocably consents to service of process in the courts manner provided for notices below. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other jurisdictionmanner permitted by law. EACH 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 HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE 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.

Governing Law; Jurisdiction. This Agreement BOTH PARTIES AGREE THAT THIS LEASE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF BOTH PARTIES SHALL BE GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES OF SUCH STATE, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY, AND PERFORMANCE. Sublessee hereby irrevocably consents and the agrees that any legal relations thus created between the parties hereto (includingaction, without limitationsuit, any dispute or proceeding arising out of or related to in any way in connection with this Agreement) shall Agreement may be governed by and construed under and instituted or brought in accordance with the internal laws courts of the State of New York without reference to its principles of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court located in or the State of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits itself and its property to U.S. District Court for the exclusive jurisdiction of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State Southern District of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New YorkSublessor may elect, and that for those by execution and other reasons this Agreement and the undertakings delivery of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement Sublessee hereby irrevocably accepts and the legal relations thus created between the parties heretosubmits to, then this Agreement and such legal relations shall be governed by and construed under for itself and in accordance with respect of its property, generally and unconditionally, the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the non-exclusive jurisdiction of any such court, and to all proceedings in such courts. Notwithstanding anything in the foregoing courts to the contrary, the parties may bring a judicial proceeding against the registrar of the International Registry in the Republic of Ireland, solely with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document matters relating to the address of the party set forth above, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards any dispute between the parties hereto arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction.International Registry itself. SUBLESSEE ALSO HEREBY KNOWINGLY AND FREELY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY LITIGATION ARISING HEREFROM OR IN RELATION HERETO

Governing Law; Jurisdiction. In view of the fact that: (i) the Purchaser was formed pursuant to the laws of the State of New York; (iii) the Company was formed pursuant to the laws of the State of Wyoming and prior to the Effective Date of the Registration Statement intends to reincorporate in the State of Delaware; (iv) the principal place of business of the Purchaser is located in the State of New York; (vi) the principal place of business of the Company is presently located in Arizona; (vi) the Purchaser does business throughout the United States; and (viii) the Company contemplates doing business in North Dakota and other states, in order to avoid the question of which state law shall be applicable, the parties agree that: This Agreement shall in all respects be construed, governed, applied and the legal relations thus created between the parties hereto (including, without limitation, any dispute arising out of or related to this Agreement) shall be governed by and construed under and enforced in accordance with the internal laws of the State of New York without reference and be deemed to its principles of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court located agreement entered into in the State of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits itself and its property made pursuant to the exclusive jurisdiction laws of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, without giving effect to the principles of conflicts of law. Moreover, the parties agree that IAC is headquartered in New York City and that, in pursuant to Section 5-1401 of the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State General Obligations Law of New York, and that for those and other reasons if applicable, this Agreement shall in all respects be construed, governed, applied and enforced in accordance with the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference deemed to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in be an appropriate federal court located agreement entered into in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in made pursuant to the laws of the State of Delaware in New Castle CountyYork, and, in such case, each party hereto submits itself without giving effect to the principles of conflicts of law. The parties hereby consent to and its property submit to the exclusive jurisdiction of the foregoing courts with respect of the State of New York, County of New York, as properly having venue in any action or proceeding in relation to this Agreement. The parties hereby waive personal service of any and all process and specifically consent that in any such disputes. Each party hereto (i) agrees that action or proceeding brought in the courts of the State of New York, County of New York, any service of process may be made effectuated upon any of them by mailing a copy of certified mail, return receipt requested. Nothing contained herein shall be deemed to limit in any relevant document way any right to serve process in any manner permitted by law. The parties hereby knowingly, voluntarily and intentionally waive (to the address of the party set forth above, (ii) waives to the fullest extent permitted by law applicable law) any objection which right he, she or it may now or hereafter have to the courts referred to above on the grounds a trial by jury of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of under or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards any dispute between the parties hereto arising out of or related relating to this Agreement and (iv) agrees agree that a judgment or order any such dispute shall, at the option of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may party, be enforced against it in the courts of any other jurisdictiontried before a judge sitting without a jury.

Governing Law; Jurisdiction. This Agreement and the legal relations thus created between the parties hereto (including, without limitation, any dispute arising out of or related to this Agreement) shall be governed by and construed under and in accordance with the internal laws of the State of New York York, without reference giving effect to its the choice of law or conflict of laws principles thereof. Each of conflicts the Placement Agent and the Company: (a) agrees that any legal suit, action or proceeding arising out of laws. Any such dispute will or relating to this Agreement and/or the transactions contemplated hereby shall be heard instituted exclusively and determined before an appropriate federal court located in the State Supreme Court of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City and thatCounty, or in the course of performing duties hereunder United States District Court for the CompanySouthern District of New York; (b) waives any objection which it may have now or hereafter to the venue of any such suit, Executive shall have multiple contacts with action or proceeding; and (c) irrevocably consents to the business and operations jurisdiction of IAC and the Reporting Officer, as well as other businesses and operations in Supreme Court of the State of New York, and that New York County, or of the United States District Court for those and other reasons this Agreement the Southern District of New York in any such suit, action or proceeding. Each of the Placement Agent and the undertakings Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the parties hereunder bear a reasonable relation to Supreme Court of the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located or in the State United States District Court for the Southern District of Delaware in New Castle County, and, in such case, each party hereto submits itself York and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made upon the Company mailed by mailing a copy of any relevant document certified mail to the Company’s address or delivered via overnight delivery shall be deemed in every respect effective service of process upon the party set forth aboveCompany, (ii) waives in any such suit, action or proceeding, and service of process upon the Placement Agent mailed by certified mail to the fullest extent permitted by law Placement Agent’s address or delivered via overnight delivery shall be deemed in every respect effective service of process upon the Placement Agent, in any objection which it may now such suit, action or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreementproceeding. THE COMPANY (ON BEHALF OF ITSELF, (iiiTHE SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards any dispute between the parties hereto arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdictionHEREBY 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. This Agreement and the legal relations thus created between the parties hereto (including, without limitation, any dispute arising out of or related to this Agreement) Mortgage shall be governed by and construed under and in accordance with the internal laws of the State of New York without reference to its principles of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court located in the State of New York in New York CountyYork, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits itself and its property except to the exclusive extent that the law of another jurisdiction may be mandatorily applicable to proceedings taken for the enforcement of the foregoing courts with respect to such disputes. The parties hereto acknowledge rights and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings remedies of the parties hereunder bear a reasonable relation to Mortgagee hereunder, provided that any such rights or remedies which shall be valid under the laws of such other jurisdiction shall not be affected by any invalidity thereof under the laws of the State of New York. If an appropriate court determines, in connection with a dispute between Without limiting the parties hereto right of the Mortgagee to bring any action or proceeding against the Grantor or against property of the Grantor arising out of or related relating to this AgreementMortgage (an “Action”) in any jurisdiction where such property is located, that the internal laws each of the State Grantor and the Mortgagee hereby irrevocably submits to the non-exclusive jurisdiction of any New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York or Federal Court sitting in New York County or an appropriate New York state court located in New York CountyCity. The Grantor hereby irrevocably waives, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth above, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have effectively do so, the defense of an inconvenient forum to the courts referred to above maintenance of any Action in any jurisdiction and any right, claim or defense of any immunity on the grounds basis of inconvenient forum sovereignty or otherwise as regards any dispute between which the parties hereto Grantor may have in connection with, arising out of or related relating to this AgreementMortgage. The Grantor hereby irrevocably appoints and designates CT CORPORATION SYSTEM located in New York, New York (iii“CT Corp.”) waives as its duly authorized agent for service of legal process and agrees that the summons and complaint or any other process in any Action in any jurisdiction may be served by registered or certified mail addressed to any of the fullest extent addresses set forth below or by hand delivery to a person of suitable age and discretion at any of the addresses set forth below. Such service will be complete on the date such process is so delivered. The Grantor may also be served in any other manner permitted by law applicable law. Nothing contained in this Section 5.4 shall be interpreted to prohibit any objection which it may now of the Mortgagee or hereafter have to the laying Grantor from bringing an action against the Registrar of venue the International Registry in the courts referred to above as regards any dispute between the parties hereto arising out Republic of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdictionIreland.

Governing Law; Jurisdiction. This Agreement THIS INDENTURE, EACH NOTE AND THE GUARANTEE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE, EACH NOTE AND THE GUARANTEE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Each of the Company and the Guarantor irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal relations thus created between the parties hereto (includingaction, without limitationsuit or proceeding against it with respect to obligations, liabilities or any dispute other matter arising out of or related to in connection with this Agreement) shall Indenture, the Notes or the Guarantee may be governed by and construed under and brought in accordance with the internal laws courts of the State of New York without reference to its principles or the courts of conflicts the United States of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court America located in the State Borough of Manhattan, New York in City, New York Countyand, oruntil amounts due and to become due in respect of the Notes have been paid, if not maintainable therein, then in an appropriate New York state court located in New York County, hereby irrevocably consents and each party hereto submits itself and its property to the non-exclusive jurisdiction of the foregoing courts each such court in personam, generally and unconditionally with respect to such disputesany action, suit or proceeding for itself in respect of its properties, assets and revenues. The parties hereto acknowledge and agree that this Agreement was executed and delivered in Each of the State of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC Company and the Reporting OfficerGuarantor irrevocably and unconditionally waives, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth above, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreementlaw, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in of any of the courts referred to above as regards any dispute between the parties hereto aforesaid actions, suits or proceedings arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it Indenture brought in the courts of the State of New York or the courts of the United States of America located in the Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any other jurisdictionsuch court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement THE INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THE INDENTURE OR THE NOTES, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OR ANY SUCCESSOR THERETO). The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal relations thus created between the parties hereto (includingaction, without limitationsuit or proceeding against it with respect to obligations, liabilities or any dispute other matter arising out of or related to this Agreement) shall be governed by and construed under and in accordance connection with the internal laws Indenture or the Notes may be brought in the courts of the State of New York without reference to its principles or the courts of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court the United States located in the State Borough of Manhattan, New York in City, New York Countyand, oruntil amounts due and to become due in respect of the Notes have been paid, if not maintainable therein, then in an appropriate New York state court located in New York County, hereby irrevocably consents and each party hereto submits itself and its property to the non-exclusive jurisdiction of the foregoing courts each such court in personam, generally and unconditionally with respect to such disputesany action, suit or proceeding for itself in respect of its properties, assets and revenues. The parties hereto acknowledge Company irrevocably and agree that this Agreement was executed and delivered in the State of New Yorkunconditionally waives, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth above, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreementlaw, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in of any of the courts referred to above as regards any dispute between the parties hereto aforesaid actions, suits or proceedings arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it 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 not to plead or claim in any other jurisdictionsuch court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement and or the legal relations thus created between the parties hereto negotiation, execution or performance of this Agreement (includingincluding any claim or cause of action based upon, without limitation, any dispute arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed under and in accordance with the internal laws law of the State of New York without reference to its Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. Any such dispute will be heard exclusively Each of the parties hereto hereby irrevocably and determined before an appropriate federal court located in the State of New York in New York Countyunconditionally (a) submits, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits for itself and its property property, to the exclusive jurisdiction of the foregoing courts with respect Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to such disputes. The parties hereto acknowledge accept jurisdiction over a particular matter, the Delaware Supreme Court or the United States District Court for the District of Delaware), and agree that any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement was executed and delivered in or the State negotiation, execution or performance of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings (including any claim or cause of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determinesaction based upon, in connection with a dispute between the parties hereto arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that the internal laws all claims in respect of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and any such legal relations action or proceeding shall be governed by heard and construed under and determined in accordance with the internal laws such Delaware Court of the State of Delaware without reference to its principles of conflicts of laws. In such a caseChancery (or, only if the dispute is notDelaware Court of Chancery declines to accept jurisdiction over a particular matter, the Delaware Supreme Court or the United States District Court for any reason, maintainable in an appropriate federal court located in the State District of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth aboveDelaware), (iib) waives waives, to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreementlegally and effectively do so, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in of any suit, action or proceeding arising out of or relating to this Agreement or the courts referred to above as regards negotiation, execution or performance of this Agreement (including any dispute between the parties hereto claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement Agreement) in the Delaware Court of Chancery or in the Delaware Supreme Court or the United States District Court for the District of Delaware, (c) 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 court and (ivd) agrees that a final judgment in any such suit, action or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is proceeding shall be conclusive and binding on it and may be enforced against it in other jurisdictions by suit on the courts of judgment or in any other jurisdictionmanner provided by Law. Each of the parties hereto agrees that service of process, summons, notice or document by registered mail addressed to it at the applicable address set forth in Section 3.8 shall be effective service of process for any suit, action or proceeding brought in any such court.

Governing Law; Jurisdiction. This Agreement and the legal relations thus created between THIS NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Each of the parties hereto (includinghereby irrevocably and unconditionally submits, without limitationfor itself and its property, to the exclusive jurisdiction of any dispute arising out of New York State court or related to this Agreement) shall be governed by and construed under and in accordance with the internal laws federal court of the State United States of New York without reference to its principles of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court located in the State of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located America sitting in New York County, and each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in United States District Court of the State of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State Southern District of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate any appellate court determinesfrom any thereof, in connection with a dispute between the parties hereto any action or proceeding arising out of or related relating to this AgreementNote or the Securities, that the internal laws or for recognition or enforcement of any judgment, and each of the State parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth above, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds applicable law, in such federal court. Each of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out agrees that a final judgment in any such action, litigation 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. Nothing in this Note or in any other Securities shall affect any right that the Holder of this Note may otherwise have to bring any action or related proceeding relating to this AgreementNote or any other Securities against the Issuer or its properties in the courts of any other jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally waives, (iii) waives to the fullest extent permitted by law it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards of any dispute between the parties hereto suit, action or proceeding arising out of or related relating to this Agreement and (iv) agrees that a judgment Note or order the other Securities in any New York State or federal court of any court referred to above the United States of America sitting in connection with any dispute between New York County. Each of the parties hereto arising out hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or related proceeding in any such court. Each party to this Agreement is conclusive and binding on it and may be enforced against it Note irrevocably consents to service of process in the courts manner provided for notices in Section 14(b). Nothing in this Note will affect the right of any party to this Note or any other jurisdictionSecurities to serve process in any other manner permitted by law.

Governing Law; Jurisdiction. This Agreement and the legal relations thus created between the parties hereto THIS AGREEMENT, AND ALL CLAIMS OR CAUSES OF ACTION (includingWHETHER AT LAW, without limitationIN CONTRACT OR IN TORT) THAT MAY BE BASED UPON, any dispute ARISE OUT OF OR RELATE TO THIS AGREEMENT OR THE NEGOTIATION, EXECUTION OR PERFORMANCE HEREOF SHALL BE CONSTRUED, PERFORMED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE 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. Any Action against, arising out of or related relating to this Agreement) Agreement or the transactions contemplated hereby, including any Action against any member of the Parent Group, shall be governed by brought solely and construed under and exclusively in accordance with the internal laws Court of Chancery of the State of New York without reference to its principles Delaware; provided that if (and only after) such courts determine that they lack subject matter jurisdiction over any such legal Action, such legal Action shall be brought solely and exclusively in the federal courts of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court the United States located in the State of New York in New York CountyDelaware; provided, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New Yorkfurther, that IAC is headquartered in New York City if (and that, in only after) both the course Court of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws Chancery of the State of Delaware without reference to its principles and the federal courts of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such legal Action shall be brought in the United States District Court for the Southern District of New Castle County, and, York. Each of the parties agrees that a final judgment (subject to any appeals therefrom) in any such case, each 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 hereto hereby irrevocably submits itself and its property to the exclusive jurisdiction of such courts, in accordance with the foregoing courts with order of priority, in respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document Action arising out of or relating to this Agreement or the address of the party set forth abovetransactions contemplated hereby, (ii) waives and hereby irrevocably and unconditionally waives, to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreementlegally and effectively do so, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards of any dispute between the parties hereto Action arising out of or related relating to this Agreement or the transactions contemplated hereby in any such court in accordance with the provisions of this Section 13(f). Each of the parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each of the parties hereby irrevocably and (iv) agrees that a judgment or order unconditionally consents to service of process in the manner provided for notices in Section 13(a). Nothing in this Agreement will affect the right of any court referred party to above serve process in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdictionmanner permitted by applicable Law.

Governing Law; Jurisdiction. This Agreement and the legal relations thus created between the parties hereto (including, without limitation, any dispute arising out of or related to this Agreement) shall be governed by and construed under and enforced in accordance with the internal laws of the State of New York without reference to its principles of conflicts of lawsYork. Any such dispute will legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement may be heard exclusively and determined before an appropriate brought or otherwise commenced in any state or federal court located in the State of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each York. Each party hereto submits itself and its property agrees to the exclusive jurisdiction entry of an order to enforce any resolution, settlement, order or award made pursuant to this Section 8.2 by the foregoing state and federal courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered located in the State of New YorkYork and in connection therewith hereby waives, that IAC is headquartered in New York City and that, in the course agrees not to assert by way of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officermotion, as well as other businesses and operations in the State of New Yorka defense, and or otherwise, any claim that for those and other reasons this Agreement and the undertakings such resolution, settlement, order or award is inconsistent with or violative of the parties hereunder bear a reasonable relation to laws or public policy of the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and or any other jurisdiction. VAC hereby submits to the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws non-exclusive jurisdiction of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located Federal and state courts in the State Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. VAC irrevocably and unconditionally waives any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in Federal and state courts in the Borough of Manhattan in the City of New York County and irrevocably and unconditionally waives and agrees not to plead or an appropriate New York state claim in any such court located that any such suit or proceeding in New York County, any such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then has been brought in an appropriate federal court located inconvenient forum. VAC irrevocably and unconditionally appoints ValueAct Capital Management LLC as its agent of service in the State of Delaware United States in New Castle County, and, any suit described in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputesthis paragraph. Each party hereto (i) VAC agrees that service of process in any such suit may be made by mailing a copy upon it at the office of any relevant document to the address of the party set forth aboveits agent. VAC waives, (ii) waives to the fullest extent permitted by law law, any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out other requirements of or related objections to this Agreementpersonal jurisdiction with respect thereto. VAC represents and warrants that its agent has agreed to act as agent for service of process, (iii) waives and each agrees to take any and all action, including the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards any dispute between the parties hereto arising out of or related to this Agreement and (iv) agrees that a judgment or order filing of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it all documents and instruments, that may be enforced against it necessary to continue such appointment in the courts of any other jurisdictionfull force and effect.

Governing Law; Jurisdiction. This Agreement THIS INDENTURE, THE GUARANTEE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE, THE GUARANTEE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF). Each of Company and the Reference Entity irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal relations thus created between action, suit or proceeding against the parties hereto (includingCompany or the Reference Entity with respect to obligations, without limitation, liabilities or any dispute other matter arising out of or related to in connection with this Agreement) shall Indenture, the Guarantee or the Notes may be governed by and construed under and brought in accordance with the internal laws courts of the State of New York without reference to its principles or the courts of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court the United States located in the State Borough of Manhattan, New York in City, New York Countyand, oruntil amounts due and to become due in respect of the Notes have been paid, if not maintainable therein, then in an appropriate New York state court located in New York County, hereby irrevocably consents and each party hereto submits itself and its property to the non-exclusive jurisdiction of the foregoing courts each such court in personam, generally and unconditionally with respect to such disputesany action, suit or proceeding for itself in respect of its properties, assets and revenues. The parties hereto acknowledge and agree that this Agreement was executed and delivered in 116 Each of the State of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC Company and the Reporting OfficerReference Entity irrevocably and unconditionally waives, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth above, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreementlaw, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in of any of the courts referred to above as regards any dispute between the parties hereto aforesaid actions, suits or proceedings arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between this Indenture, the parties hereto arising out of Guarantee or related to this Agreement is conclusive and binding on it and may be enforced against it the Notes 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 not to plead or claim in any other jurisdictionsuch court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE APPLICATION TO THE NOTES OF THE PROVISIONS SET OUT IN ARTICLES 86 TO 94-8 OF THE LUXEMBOURG LAW ON COMMERCIAL COMPANIES DATED AUGUST 10, 1915, AS AMENDED, IS EXCLUDED. The Issuers, the Parent and any Guarantor each irrevocably consent and agree, for the benefit of the holders from time to time of the Notes and the Trustee, that any legal relations thus created between the parties hereto (includingaction, without limitationsuit or proceeding against any of them with respect to its obligations, liabilities or any dispute other matter arising out of or related to in connection with this Agreement) shall Indenture or the Notes may be governed by and construed under and brought in accordance with the internal laws courts of the State of New York without reference to its principles or the courts of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court the United States located in the State Borough of Manhattan, New York in City, New York Countyand, oruntil amounts due and to become due in respect of the Notes have been paid, if not maintainable therein, then in an appropriate New York state court located in New York County, hereby irrevocably consent and each party hereto submits itself and its property submit to the non exclusive jurisdiction of the foregoing courts each such court in personam, generally and unconditionally with respect to such disputesany action, suit or proceeding for itself and in respect of its properties, assets and revenues. The parties hereto acknowledge Issuer hereby irrevocably and agree that this Agreement was executed unconditionally designates and delivered appoints Mallinckrodt Enterprises LLC, 000 XxXxxxxxx Xxxx., Hazelwood, MO 63042, U.S.A. (and any successor entity) as its authorized agent to receive and forward on its behalf service of any and all process which may be served in the State of New Yorkany such suit, that IAC is headquartered action or proceeding in New York City any such court and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process upon Mallinckrodt Enterprises LLC shall be deemed in every respect effective service of process upon the Issuer in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Issuer, as the case may be. Said designation and appointment shall be made by mailing a copy of any relevant document to irrevocable. Nothing in this Section 13.08 shall affect the address right of the party set forth above, (ii) waives holders to the fullest extent serve process in any manner permitted by law any objection which it may now or hereafter have limit the right of the holders to bring proceedings against a Guarantor or the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards any dispute between the parties hereto arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it Issuers in the courts of any other jurisdictionjurisdiction or jurisdictions. The Issuer further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment set forth in the immediately preceding sentence in full force and effect so long as the Notes are outstanding. The Issuer hereby irrevocably and unconditionally authorizes and directs its agent to accept such service on its behalf. If for any reason any authorized agent ceases to be available to act as such, the Issuer agrees to designate a new agent in the United States of America.

Governing Law; Jurisdiction. This Agreement and the legal relations thus created between the parties THIS GUARANTEE, THE RIGHTS OF THE PARTIES UNDER OR IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATED TO ANY OF THE FOREGOING, SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE THAT APPLY TO AGREEMENTS MADE AND PERFORMED ENTIRELY WITHIN THE STATE OF DELAWARE, WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF OR OF ANY OTHER JURISDICTION. Each party hereto (including, without limitation, irrevocably agrees that any dispute Proceeding arising out of or related relating to this Agreement) Guarantee shall be governed by brought and construed under and determined in accordance with the internal laws Court of Chancery of the State of New York without reference to its principles Delaware or, if exclusive jurisdiction over the matter is vested in the federal courts, any court of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court the United States located in the State of New York Delaware (and each such party shall not bring any Proceeding arising out of or relating to this Guarantee in New York County, or, if not maintainable therein, then in an appropriate New York state any court located in New York Countyother than the aforesaid courts), and each party hereto of the Guarantor and the Guaranteed Party hereby irrevocably submits with regard to any such Proceeding for itself and in respect to its property property, generally and unconditionally, to the exclusive jurisdiction of the foregoing courts with respect aforesaid courts. Each of Guarantor and the Guaranteed Party hereby irrevocably waives, and agrees not to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State assert, by way of New Yorkmotion, that IAC is headquartered in New York City and thatas a defense, counterclaim or otherwise, in the course of performing duties hereunder for the Companyany such Proceeding, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and (i) any claim that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation it is not personally subject to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing above-named courts with respect for any reason other than the failure to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth abovelawfully serve process, (ii) waives that it or its property is exempt or immune from jurisdiction of such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to the fullest extent permitted by law any objection which it may now judgment, attachment in aid of execution of judgment, execution of judgment or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreementotherwise), and (iii) waives that (x) such Proceeding in any such court is brought in an inconvenient forum, (y) the venue of such Proceeding is improper and (z) this Guarantee or the subject matter hereof, may not be enforced in or by such courts. Such courts are hereby expressly authorized to the fullest extent permitted by law any objection which it may now or hereafter have establish such extension period as referred to the laying of venue in the courts referred to above fourth sentence of Section 9.13(a) of the Merger Agreement as regards any dispute between the parties hereto arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and they may be enforced against it in the courts of any other jurisdictiondeem appropriate.

Governing Law; Jurisdiction. This Agreement THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE APPLICATION TO THE NOTES OF THE PROVISIONS SET OUT IN ARTICLES 470-1 TO 470-19 OF THE LUXEMBOURG LAW ON COMMERCIAL COMPANIES DATED AUGUST 10, 1915, AS AMENDED, IS EXCLUDED. The Issuers, the Parent and any Guarantor each irrevocably consent and agree, for the benefit of the holders from time to time of the Notes, the First Lien Trustee and the First Lien Collateral Agent, that any legal relations thus created between the parties hereto (includingaction, without limitationsuit or proceeding against any of them with respect to its obligations, liabilities or any dispute other matter arising out of or related to in connection with this Agreement) shall Indenture or the Notes may be governed by and construed under and brought in accordance with the internal laws courts of the State of New York without reference to its principles or the courts of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court the United States located in the State Borough of Manhattan, New York in City, New York Countyand, oruntil amounts due and to become due in respect of the Notes have been paid, if not maintainable therein, then in an appropriate New York state court located in New York County, hereby irrevocably consent and each party hereto submits itself and its property submit to the non exclusive jurisdiction of the foregoing courts each such court in personam, generally and unconditionally with respect to such disputesany action, suit or proceeding for itself and in respect of its properties, assets and revenues. The parties hereto acknowledge Issuer hereby irrevocably and agree that this Agreement was executed unconditionally designates and delivered appoints ST Shared Services LLC, 000 XxXxxxxxx Xxxx., Hazelwood, MO 63042, U.S.A. (and any successor entity) as its authorized agent to receive and forward on its behalf service of any and all process which may be served in the State of New Yorkany such suit, that IAC is headquartered action or proceeding in New York City any such court and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process upon ST Shared Services LLC shall be deemed in every respect effective service of process upon the Issuer in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Issuer, as the case may be. Said designation and appointment shall be made by mailing a copy of any relevant document to irrevocable. Nothing in this Section 14.08 shall affect the address right of the party set forth above, (ii) waives holders to the fullest extent serve process in any manner permitted by law any objection which it may now or hereafter have limit the right of the holders to bring proceedings against a Guarantor or the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards any dispute between the parties hereto arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it Issuers in the courts of any other jurisdictionjurisdiction or jurisdictions. The Issuer further agrees to take any and all action, including the 100 execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment set forth in the immediately preceding sentence in full force and effect so long as the Notes are outstanding. The Issuer hereby irrevocably and unconditionally authorizes and directs its agent to accept such service on its behalf. If for any reason any authorized agent ceases to be available to act as such, the Issuer agrees to designate a new agent in the United States of America.

Governing Law; Jurisdiction. This Agreement and the legal relations thus created between the parties hereto (including, without limitation, any dispute arising out of or related to this Agreement) shall be governed by and construed under and in accordance with the internal laws of the State of New York without reference giving effect to its principles any choice or conflict of conflicts law provision or rule that would cause the application of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court located in the State laws of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits itself and its property to the exclusive any jurisdiction other than those of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection Each of the Parties hereto irrevocably agrees that any legal action or proceeding with a dispute between the parties hereto arising out of or related respect to this AgreementAgreement and the rights and obligations arising hereunder, that or for recognition and enforcement of any judgment in respect of this Agreement and the internal laws of rights and obligations arising hereunder brought by the other Party hereto or its successors or assigns, shall be brought and determined exclusively in the New York State Supreme Court located in Erie County and any state appellate court therefrom within the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case(or, if the dispute is notNew York State Supreme Court located in Erie County declines to accept jurisdiction over a particular matter, the federal court in the Western District of New York). Each of the Parties hereby irrevocably submits with regard to any such action or proceeding for themselves and in respect of their property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that they will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the Parties hereto hereby irrevocably waives, and agrees not to assert in any action or proceeding with respect to this Agreement, (i) any claim that they are not personally subject to the jurisdiction of the above named courts for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth above, (ii) waives any claim that they or their 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 law applicable legal requirements, any objection which it may now claim that (A) the suit, action or hereafter have to proceeding in such court is brought in an inconvenient forum, (B) the courts referred to above on the grounds venue of inconvenient forum such suit, action or otherwise as regards any dispute between the parties hereto arising out of proceeding is improper or related to (C) this Agreement, (iii) waives to or the fullest extent permitted by law any objection which it subject matter hereof, may now or hereafter have to the laying of venue in the courts referred to above as regards any dispute between the parties hereto arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may not be enforced against it in the courts of any other jurisdictionor by such courts.

Governing Law; Jurisdiction. This Agreement (and the legal relations thus created between the parties hereto (including, without limitation, any dispute claims or disputes arising out of or related thereto or to this Agreementthe transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed under and in accordance with the internal laws Laws of the State of New York without reference to its principles of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court located in the State of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City including all matters of construction, validity and thatperformance, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware each case without reference to its any choice-of-law or conflict of law principles that might lead to the application of conflicts the Laws of lawsany other jurisdiction. In such a case, if Subject to the dispute is not, for any reason, maintainable in an appropriate federal court located in provisions of Section 9 of the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively Master Separation and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such caseDistribution Agreement, each party hereto of the Parties irrevocably submits itself and its property to the exclusive jurisdiction of (a) the foregoing Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with respect Section 9 of the Master Separation and Distribution Agreement or to such disputesprevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each party hereto (i) of the Parties further agrees that service of process may be made any process, summons, notice or document by mailing a copy of any relevant document U.S. registered mail to the such Party’s respective address set forth in Section 11.6 of the party set forth aboveMaster Separation and Distribution Agreement shall be effective service of process for any action, (ii) suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 6.6. Each of the Parties irrevocably and unconditionally waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards of any dispute between the parties hereto action, suit or proceeding arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it transactions contemplated hereby in the courts of Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any other jurisdictionsuch court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement and the legal relations thus created between the parties hereto (including, without limitation, any dispute arising out of or related to this Agreement) shall be governed by and construed under and in accordance with the internal laws of the State of New York York, without reference giving effect to its the choice of law or conflict of laws principles thereof. Each of conflicts the Underwriter and the Company: (a) agrees that any legal suit, action or proceeding arising out of laws. Any such dispute will or relating to this Agreement and/or the transactions contemplated hereby shall be heard instituted exclusively and determined before an appropriate federal court located in the State Supreme Court of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City and thatCounty, or in the course of performing duties hereunder United States District Court for the CompanySouthern District of New York, Executive shall (b) waives any objection which it may have multiple contacts with now or hereafter to the business venue of any such suit, action or proceeding, and operations (c) irrevocably consents to the jurisdiction of IAC and the Reporting Officer, as well as other businesses and operations in Supreme Court of the State of New York, and that New York County, or of the United States District Court for those and other reasons this Agreement the Southern District of New York in any such suit, action or proceeding. Each of the Underwriter and the undertakings Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the parties hereunder bear a reasonable relation to Supreme Court of the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located or in the State United States District Court for the Southern District of Delaware in New Castle County, and, in such case, each party hereto submits itself York and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made upon the Company mailed by mailing a copy of any relevant document certified mail to the Company’s address or delivered via overnight delivery shall be deemed in every respect effective service of process upon the party set forth aboveCompany, (ii) waives in any such suit, action or proceeding, and service of process upon the Underwriter mailed by certified mail to the fullest extent permitted by law Underwriter’s address or delivered via overnight delivery shall be deemed in every respect effective service of process upon the Underwriter, in any objection which it may now such suit, action or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreementproceeding. THE COMPANY (ON BEHALF OF ITSELF, (iiiTHE SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS AND CREDITORS) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards any dispute between the parties hereto arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdictionHEREBY WAIVE 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 XXXXXXXXXX.

Governing Law; Jurisdiction. This Agreement THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE OR EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF). The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal relations thus created between the parties hereto (includingaction, without limitationsuit or proceeding against it with respect to obligations, liabilities or any dispute other matter arising out of or related to in connection with this Agreement) shall Indenture or the Notes may be governed by and construed under and brought in accordance with the internal laws courts of the State of New York without reference to its principles or the courts of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court the United States located in the State Borough of Manhattan, New York in City, New York Countyand, oruntil amounts due and to become due in respect of the Notes have been paid, if not maintainable therein, then in an appropriate New York state court located in New York County, hereby irrevocably consents and each party hereto submits itself and its property to the non-exclusive jurisdiction of the foregoing courts each such court in personam, generally and unconditionally with respect to such disputesany action, suit or proceeding for itself in respect of its properties, assets and revenues. The parties hereto acknowledge Company irrevocably and agree that this Agreement was executed and delivered in the State of New Yorkunconditionally waives, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth above, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreementlaw, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in of any of the courts referred to above as regards any dispute between the parties hereto aforesaid actions, suits or proceedings arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between this Indenture or the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it Notes 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 not to plead or claim in any other jurisdictionsuch court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Letter Agreement and the legal relations thus created between the parties hereto (including, without limitation, any dispute arising out of or related to this Agreement) shall be governed by and construed under and in accordance with the internal laws law of the State of New York without reference applicable to its principles of conflicts of laws. Any such dispute will agreements made and to be heard exclusively and determined before an appropriate federal court located in the State of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in performed entirely within the State of New York, that IAC is headquartered in New York City and that, in without regard to the course conflicts of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations law principles of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determinesIn addition, in connection with a dispute between each of the parties hereto arising out of irrevocably agrees that any legal suit, action or related proceeding with respect to this Agreement, that the internal laws of the State of New York do not govern this Letter Agreement and the legal relations thus created between the parties heretorights and obligations arising hereunder, then or for recognition and enforcement of any judgment in respect of this Letter Agreement and such legal relations the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be governed by brought and construed under and determined exclusively in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York CountyCharlotte, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputesNorth Carolina. Each party hereto (i) agrees that any such suit, action or proceeding will constitute a mandatory complex business case under Chapter 7A, Section 45.4 of the North Carolina General Statutes, as may be amended from time to time, and, if a party initiates such a suit, action or proceeding in North Carolina state court, it must be brought in the North Carolina Business Court as a mandatory complex business case. Each of the parties hereto hereby irrevocably submits with regard to any such suit, 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 Letter Agreement or any of the transactions contemplated by this Letter Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any suit, action or proceeding with respect to this Letter Agreement, (a) 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 7, (b) 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 process may be made by mailing a copy notice, attachment prior to judgment, attachment in aid of any relevant document to the address execution of the party set forth abovejudgment, execution of judgment or otherwise) and (iic) waives to the fullest extent permitted by law the applicable law, any objection which it claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Letter Agreement, or the subject matter hereof, may now not be enforced in or hereafter have to the courts referred to above on the grounds by such courts. Each of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards any dispute between the parties hereto arising out of or related to this Agreement and (iv) agrees that service of process upon such party in any such suit, action or proceeding shall be effective if such process is given as a judgment or order notice in accordance with Section 9 of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction.Letter Agreement. EACH OF THE PARTIES 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 SUIT, ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LETTER AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION. Pioneer Parent, Inc. August 4, 2014

Governing Law; Jurisdiction. This Agreement THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF (EXCEPT FOR SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal relations thus created between the parties hereto (includingaction, without limitationsuit or proceeding against it with respect to obligations, liabilities or any dispute other matter arising out of or related to in connection with this Agreement) shall Indenture or the Notes may be governed by and construed under and brought in accordance with the internal laws courts of the State of New York without reference to its principles or the courts of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court the United States located in the State Borough of Manhattan, New York in City, New York Countyand, oruntil amounts due and to become due in respect of the Notes have been paid, if not maintainable therein, then in an appropriate New York state court located in New York County, hereby irrevocably consents and each party hereto submits itself and its property to the non-exclusive jurisdiction of the foregoing courts each such court in personam, generally and unconditionally with respect to such disputesany action, suit or proceeding for itself in respect of its properties, assets and revenues. The parties hereto acknowledge Company irrevocably and agree that this Agreement was executed and delivered in the State of New Yorkunconditionally waives, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth above, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreementlaw, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in of any of the courts referred to above as regards any dispute between the parties hereto aforesaid actions, suits or proceedings arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it 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 not to plead or claim in any other jurisdictionsuch court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement (and the legal relations thus created between the parties hereto (including, without limitation, any dispute claims or disputes arising out of or related thereto or to this Agreementthe transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall in all respects be governed by and construed under and in accordance with the internal laws Laws of the State of New York without reference to its principles of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court located in the State of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City including all matters of construction, validity and thatperformance, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware each case without reference to its any choice-of-law or conflict of law principles that might lead to the application of conflicts the laws of lawsany other jurisdiction. In such a case, if Subject to the dispute is not, for any reason, maintainable in an appropriate federal court located in provisions of Article IX of the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively Master Separation and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such caseDistribution Agreement, each party hereto of the Parties irrevocably submits itself and its property to the exclusive jurisdiction of (a) the foregoing Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with respect Article IX of the Master Separation and Distribution Agreement or to such disputesprevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each party hereto (i) of the Parties further agrees that service of process may be made any process, summons, notice or document by mailing a copy of any relevant document U.S. registered mail to the such Party’s respective address set forth in Section 11.6 of the party set forth aboveMaster Separation and Distribution Agreement shall be effective service of process for any action, (ii) suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 5.6. Each of the Parties irrevocably and unconditionally waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards of any dispute between the parties hereto action, suit or proceeding arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it transactions contemplated hereby in the courts of Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any other jurisdictionsuch court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement and the legal relations thus created between the parties hereto (including, without limitation, any dispute arising out of or related to this Agreement) shall be interpreted, construed and governed by and construed under and in accordance with the Laws of the State of New York without regard to the conflicts of law principles thereof. Notwithstanding the foregoing, the following matters arising out of or relating to this Agreement shall be construed, performed and enforced in accordance with the Laws of the Cayman Islands in respect of which the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the 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 the Company, the cancellation of the Shares, the rights provided in Section 238 of the CICL, the fiduciary or other duties of the Company Board and the board of directors of Merger Sub and the internal corporate affairs of the Company and Merger Sub. All Actions arising under the laws of the State of New York without reference out of or relating to its principles of conflicts of laws. Any such dispute will this Agreement shall be heard exclusively and determined before an appropriate exclusively in any New York federal court located sitting in the State Borough of Manhattan of The City of New York York; provided, however, that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in New York County, or, if not maintainable therein, then in an appropriate any New York state court located sitting in the Borough of Manhattan of The City of New York CountyYork. Consistent with the preceding sentence, and each party the parties hereto submits itself and its property hereby (a) submit to the exclusive jurisdiction of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered any federal or state court sitting in the State Borough of Manhattan of The City of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with purpose of any Action arising under the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern out of or relating to this Agreement brought by any party hereto and the legal relations thus created between the parties hereto(b) irrevocably waive, then this Agreement and such legal relations shall be governed agree not to assert by and construed under and in accordance with the internal laws way of the State of Delaware without reference to its principles of conflicts of laws. In such a casemotion, if the dispute is notdefense, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, andotherwise, in any such caseAction, each party hereto submits itself and its property any claim that it is not subject personally to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees above-named courts, that service of process may be made by mailing a copy of any relevant document to its property is exempt or immune from attachment or execution, that the address Action is brought in an inconvenient forum, that the venue of the party set forth aboveAction is improper, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards any dispute between the parties hereto arising out of or related to that this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to transactions contemplated by this Agreement is conclusive and binding on it and may not be enforced against it in or by any of the courts of any other jurisdictionabove-named courts.

Governing Law; Jurisdiction. This Agreement and THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION, EXCEPT THAT THE PROVISIONS OF THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA SHALL APPLY (X) WITH RESPECT TO THE RIGHTS AND DUTIES OF THE BOARD OF DIRECTORS OF THE COMPANY AND (Y) WHERE SUCH PROVISIONS ARE OTHERWISE MANDATORILY APPLICABLE. The parties hereby irrevocably submit to the legal relations thus created between the parties hereto (including, without limitation, exclusive personal jurisdiction of any dispute arising out of or related to this Agreement) shall be governed by and construed under and in accordance with the internal laws of the State of New York without reference to its principles of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal Federal court located in the State Commonwealth of New York in New York County, or, if not maintainable therein, then in an appropriate New York Pennsylvania and any state court located in New York Countythe Commonwealth of Pennsylvania (the “Chosen Courts”) in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and each party in respect of the transactions contemplated hereby, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or of any such document, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in the Chosen Courts or that the Chosen Courts are an inconvenient forum or that the venue thereof may not be appropriate, or that this Agreement or any such document may not be enforced in or by such Chosen Courts, and the parties hereto submits itself irrevocably agree that all claims relating to such action, suit or proceeding shall be heard and its property determined in the Chosen Courts. The parties hereby consent to and grant any such Chosen Court jurisdiction over the person of such parties and, to the exclusive jurisdiction extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such action, suit or proceeding in the foregoing courts with respect to manner provided in Section 10(a) or in such disputesother manner as may be permitted by law shall be valid, effective and sufficient service thereof. The parties hereto acknowledge and agree that this Agreement was executed and delivered a final judgment in the State of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of any such action or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations proceeding shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth above, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards any dispute between the parties hereto arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it in other jurisdictions by suit on the judgment or in any other manner provided by applicable law; provided, however, that nothing in the courts of foregoing shall restrict any other jurisdictionparty’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment.

Governing Law; Jurisdiction. This Agreement THESE CONDITIONS AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THESE CONDITIONS AND EACH NOTE (OTHER THAN THE CREATION AND ISSUANCE OF THE ORDINARY SHARES UPON EXERCISE OF THE CONVERSION RIGHTS IN RESPECT OF THE NOTES, WHICH SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, SWEDISH LAW), SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF. The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes, that any legal relations thus created between the parties hereto (includingaction, without limitationsuit or proceeding against it with respect to obligations, liabilities or any dispute other matter arising out of or related to this Agreement) shall in connection with these Conditions or the Notes may be governed by and construed under and brought in accordance with the internal laws federal courts of the State United States of New York without reference to its principles America or the courts of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court located in the State of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City and thateach case, located in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State City of New York, New York (collectively, the “specified courts”) and, until amounts due and that for those and other reasons this Agreement and the undertakings to become due in respect of the parties hereunder bear a reasonable relation Notes have been paid, hereby irrevocably consents and submits to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the non-exclusive jurisdiction of the foregoing courts each such court in personam, generally and unconditionally with respect to such disputesany action, suit or proceeding for itself in respect of its properties, assets and revenues. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth aboveThe Company irrevocably and unconditionally waives, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreementlaw, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in of any of the courts referred to above as regards any dispute between the parties hereto aforesaid actions, suits or proceedings arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it these Conditions brought in the specified courts of and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any other jurisdictionsuch court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement and the legal relations thus created between the parties hereto (including, without limitation, any dispute arising out of or related to this Agreement) shall be governed by and construed under and in accordance with the internal laws of the State of New York without reference to its principles of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court located in the State of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware (without reference giving effect to its the principles of conflicts conflict of lawsLaws thereof), except to the extent that the Laws of such state are superseded by the Bankruptcy Code. In Without limiting any Party’s right to appeal any order of the Bankruptcy Court, the Parties agree that if any dispute arises out of or in connection with this Agreement or any of the documents executed hereunder or in connection herewith, the Bankruptcy Court shall have exclusive personal and subject matter jurisdiction and shall be the exclusive venue to resolve any and all disputes relating to the transactions contemplated hereby and any of the documents executed hereunder or in connection herewith. Such court shall have sole jurisdiction over such a casematters and the Parties affected thereby and Buyer and each Seller each hereby consent and submit to such jurisdiction; provided, however, that if the dispute is notChapter 11 Case shall have closed and cannot be reopened, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively Parties agree to unconditionally and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property irrevocably submit to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service United States District Court for the State of process may be made by mailing a copy Delaware and any appellate court thereof, for the resolution of any relevant document to the address of the party set forth abovesuch claim or dispute. The Parties hereby irrevocably waive, (ii) waives to the fullest extent permitted by law applicable Law, any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the courts referred to above as regards any dispute between maintenance of such dispute. Each of the parties Parties hereto arising out of or related to this Agreement and (iv) agrees that a judgment or order of in any court referred to above in connection with any such dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it in other jurisdictions by suit on the courts of judgment or in any other jurisdictionmanner provided by Law. In the event any such action, suit or proceeding is commenced, the Parties hereby agree and consent that service of process may be made, and personal jurisdiction over any Party hereto in any such action, suit or proceeding may be obtained, by service of a copy of the summons, complaint and other pleadings required to commence such action, suit or proceeding upon the Party at the address of such Party set forth in Section 7.4, unless another address has been designated by such Party in a notice given to the other Parties in accordance with the provisions of Section 7.4.

Governing Law; Jurisdiction. This Agreement THIS INDENTURE, EACH NOTE AND THE GUARANTEE (IF ANY), AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE, EACH NOTE OR THE GUARANTEE (IF ANY), SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING TITLE 14 OF ARTICLE 5 OF THE GENERAL OBLIGATIONS LAW OF NEW YORK). Each of the Company, the Trustee and, by their acceptance of the Notes, the Holders, irrevocably consents and agrees, for the benefit of the Company, the Holders from time to time of the Notes and the Trustee, that any legal relations thus created between the parties hereto (includingaction, without limitationsuit or proceeding against it with respect to obligations, liabilities or any dispute other matter arising out of or related to in connection with this Agreement) shall Indenture or the Notes may be governed by and construed under and brought in accordance with the internal laws courts of the State of New York without reference to its principles or the courts of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court the United States located in the State Borough of Manhattan, New York in City, New York Countyand, oruntil amounts due and to become due in respect of the Notes have been paid, if not maintainable therein, then in an appropriate New York state court located in New York County, hereby irrevocably consents and each party hereto submits itself and its property to the non-exclusive jurisdiction of the foregoing courts each such court in personam, generally and unconditionally with respect to such disputesany action, suit or proceeding for itself in respect of its properties, assets and revenues. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State Each of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting OfficerTrustee and, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings by their acceptance of the parties hereunder bear a reasonable relation to Notes, the State of New York. If an appropriate court determinesHolders, in connection with a dispute between the parties hereto arising out of or related to this Agreementirrevocably and unconditionally waives, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth above, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreementlaw, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in of any of the courts referred to above as regards any dispute between the parties hereto aforesaid actions, suits or proceedings arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it 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 not to plead or claim in any other jurisdictionsuch court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement (and the legal relations thus created between the parties hereto (including, without limitation, any dispute claims or disputes arising out of or related thereto or to this Agreementthe transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed under and in accordance with the internal laws Laws of the State of New York without reference to its principles of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court located in the State of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City including all matters of construction, validity and thatperformance, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware each case without reference to its any choice-of-law or conflict of law principles that might lead to the application of conflicts the Laws of lawsany other jurisdiction. In such a case, if Subject to the dispute is not, for any reason, maintainable in an appropriate federal court located in provisions of Section 9 of the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively Master Separation and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such caseDistribution Agreement, each party hereto of the Parties irrevocably submits itself and its property to the exclusive jurisdiction of (a) the foregoing Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with respect Section 9 of the Master Separation and Distribution Agreement or to such disputesprevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each party hereto (i) of the Parties further agrees that service of process may be made any process, summons, notice or document by mailing a copy of any relevant document U.S. registered mail to the such Party’s respective address set forth in Section 11.6 of the party set forth aboveMaster Separation and Distribution Agreement shall be effective service of process for any action, (ii) suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 14. Each of the Parties irrevocably and unconditionally waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards of any dispute between the parties hereto action, suit or proceeding arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it transactions contemplated hereby in the courts of Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any other jurisdictionsuch court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. (a) This Agreement and the legal relations thus created between the parties hereto (includingall disputes, without limitationcontroversies or claims relating to, any dispute arising out of or related to under, or in connection with this Agreement) Agreement and the transactions contemplated hereby, including the negotiation, execution and performance hereunder, shall be governed by by, and construed under and in accordance with with, the internal substantive laws of the State of New York without reference York, excluding, to its principles of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court located in the State of greatest extent a New York in New York Countycourt would permit, or, if not maintainable therein, then in an appropriate New York state court located in New York County, the application of the laws of any other jurisdiction. Each of the Parties irrevocably and each party hereto unconditionally submits itself and its property to the sole and exclusive personal jurisdiction of (i) the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that (ii) the United States District Court for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State Southern District of New York. If an York (together with appropriate court determinesappellate courts therefrom, in connection with a dispute between the parties hereto “New York Courts”), for the purposes of any dispute, claim, controversy, suit, action or other proceeding arising out of this Agreement or related any transaction contemplated hereby or thereby. Each of the Parties hereto further agrees and covenants (i) to this Agreementcommence any such action, that suit or proceeding either in the internal laws United States District Court for the Southern District of New York or, if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the courts of the State of New York do and (ii) to not govern this Agreement attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. Each of the Parties hereby irrevocably and the legal relations thus created between the parties heretounconditionally consents to service of any process, then this Agreement summons, notice or document by U.S. prepaid certified or registered mail to such Party’s respective address set forth above in Section 10.04 and agrees that such legal relations service shall be governed by and construed under and in accordance with the internal laws effective service of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, process for any reasonaction, maintainable in an appropriate federal court located suit or proceeding in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts Courts with respect to such disputesany matters to which it has submitted to jurisdiction in this Section 10.12. Each party hereto (i) agrees that Nothing herein shall be deemed to limit or prohibit service of process by any other manner as may be made permitted by mailing a copy of any relevant document to the address Applicable Law. Each of the party set forth above, (ii) Parties irrevocably and unconditionally waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards of any dispute between the parties hereto action, suit or proceeding arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it transactions contemplated hereby in the courts of New York Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any other jurisdictionsuch court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustees, that any legal relations thus created between the parties hereto (includingaction, without limitationsuit or proceeding against it with respect to obligations, liabilities or any dispute other matter arising out of or related to in connection with this Agreement) shall Indenture or the Notes may be governed by and construed under and brought in accordance with the internal laws of the any United States federal or State of New York without reference to its principles of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court located in the State Borough of Manhattan, New York in City, New York Countyand, oruntil amounts due and to become due in respect of the Notes have been paid, if not maintainable therein, then in an appropriate New York state court located in New York County, hereby irrevocably consents and each party hereto submits itself and its property to the non-exclusive jurisdiction of the foregoing courts each such court with respect to any such disputeslegal action, suit or proceeding for itself in respect of its properties, assets and revenues. The parties hereto acknowledge Company irrevocably and agree that this Agreement was executed and delivered in the State of New Yorkunconditionally waives, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth above, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreementlaw, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in of any of the courts referred to above as regards any dispute between the parties hereto aforesaid actions, suits or proceedings arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with this Indenture brought in the any dispute between United States federal or State of New York court located in the parties hereto arising out Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or related claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The Company shall appoint Registered Agent Solutions Inc. as its agent for service of process in any suit, action or proceeding with respect to this Agreement is conclusive Indenture and binding on it the Notes and may be enforced against it for actions brought under the U.S. federal or state securities laws brought in any U.S. federal or state court located in the courts Borough of Manhattan in the City of New York. Service of any other jurisdictionprocess on Registered Agent Solutions Inc. in any such action (and written notice of such service to the Company) shall be effective service of process against the Company for any suit, action or proceeding brought in any such court.

Governing Law; Jurisdiction. This Subscription Agreement and the legal relations thus created between the parties hereto (including, without limitation, any dispute arising out of or related to this Agreement) shall be governed by and construed under and in accordance with the internal laws of the State of New York Nevada, without reference regard to its principles of the conflicts of lawslaw provisions thereof. Any such dispute will be heard exclusively Each of the subscriber and determined before an appropriate the company consents to the jurisdiction of any state or federal court of competent jurisdiction located within the state of Nevada and no other place and irrevocably agrees that all actions or proceedings relating to this subscription agreement not arising under the federal securities laws may be litigated in such courts. Each of subscriber and the State of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits company accepts for itself and himself and in connection with its property to and his respective properties, generally and unconditionally, the exclusive jurisdiction of the foregoing aforesaid courts and waives any defense of forum non convenience, and irrevocably agrees to be bound by any judgment rendered thereby in connection with respect this subscription agreement not arising under the federal securities laws. Each of subscriber and the company further irrevocably consents to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered the service of process out of any of the aforementioned courts in the State of New York, that IAC is headquartered in New York City manner and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC address specified in section 7 and the Reporting Officer, as well as other businesses and operations in the State signature page of New York, and that for those and other reasons this Agreement and the undertakings subscription agreement. Each of the parties hereunder bear a reasonable relation hereto hereby irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based in contract, tort or otherwise and including claims under the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto federal securities laws) arising out of or related relating to this Agreementsubscription agreement or the actions of either party in the negotiation, that the internal laws administration, performance and enforcement thereof. Each of the State parties hereto also waives any bond or surety or security upon such bond which might, but for this waiver, be required of New York do such party. This waiver is irrevocable, meaning that it may not govern be modified either orally or in writing, and this waiver shall apply to any subsequent amendments, renewals, supplements or modifications to this subscription agreement. In the event of litigation, this subscription agreement may be filed as a written consent to a trial by the court. By agreeing to this waiver, the subscriber is not deemed to waive the company’s compliance with the federal securities laws and the rules and regulations promulgated thereunder, Notices. Notice, requests, demands and other communications relating to this Subscription Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations transactions contemplated herein shall be governed in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a caseregistered or certified mail, if the dispute is notpostage prepaid, for any reasonreturn receipt requested, maintainable in an appropriate federal court located in the State third day after the posting thereof; or (c) emailed, telecopied or cabled, on the date of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document delivery to the address of the party set forth above, (ii) waives respective parties as follows: If to the fullest extent permitted by law any objection which it may now or hereafter have Company, to: Bounce Mobile Systems, Inc. Attn: Chief Executive Officer 000 Xxxxxx Xx., STE 200-A, Reno, NV, United States, 89502 If to the courts referred a Subscriber, to above Subscriber’s address as shown on the grounds of inconvenient forum signature page hereto or otherwise to such other address as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards any dispute between the parties hereto arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it specified by written notice from time to time by the party entitled to receive such notice. Any notices, requests, demands or other communications by telecopy or cable shall be confirmed by letter given in the courts of any other jurisdictionaccordance with (a) or (b) above.

Governing Law; Jurisdiction. This To the extent not governed by the Bankruptcy Code, this Agreement and the legal relations thus created between the parties hereto (including, without limitation, any dispute arising out of or related to this Agreement) shall be governed by by, and construed under and interpreted in accordance with with, the internal laws Laws of the State of New York applicable to contracts made and to be performed in that State without reference to its principles conflict of conflicts laws rules. The parties hereto agree that the appropriate and exclusive forum for any disputes arising out of laws. Any this Agreement between the Company and the Investor shall be the Bankruptcy Court, or if such dispute court will be heard exclusively and determined before an appropriate not hear any such suit, any federal court located in the State of New York in New York County, or, if not maintainable therein, then in an appropriate New York or state court located in New York County, and each party New York, and, the parties hereto submits itself and its property irrevocably consent to the exclusive jurisdiction of the foregoing such courts, and agree to comply with all requirements necessary to give such courts with respect to such disputesjurisdiction. The parties hereto acknowledge and further agree that the parties will not bring suit with respect to any disputes arising out of this Agreement was executed and delivered in except as expressly set forth below for the State execution or enforcement of New York, that IAC is headquartered in New York City and thatjudgment, in any jurisdiction other than the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings above specified courts. Each of the parties hereunder bear a reasonable relation hereto irrevocably consents to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made in any action or proceeding hereunder by the mailing a copy of any relevant document copies thereof by registered or certified airmail, postage prepaid, to the address specified in Section 9.03 hereof. The foregoing shall not limit the rights of any party hereto to serve process in any other manner permitted by the party set forth aboveLaw or to obtain execution of judgment in any other jurisdiction. The parties further agree, (ii) waives to the fullest extent permitted by law Law, that final and non-appealable judgment against any objection which it may now of them in any action or hereafter have to the courts referred to proceeding contemplated above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards any dispute between the parties hereto arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is shall be conclusive and binding on it and may be enforced against it in the courts of any other jurisdictionjurisdiction within or outside the United States by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and the amount of indebtedness. THE PARTIES AGREE TO WAIVE ANY AND ALL RIGHTS THAT THEY MAY HAVE TO A JURY TRIAL WITH RESPECT TO DISPUTES ARISING OUT OF THIS AGREEMENT.

Governing Law; Jurisdiction. This Agreement (and the legal relations thus created between the parties hereto (including, without limitation, any dispute claims or disputes arising out of or related thereto or to this Agreementthe transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall in all respects be governed by and construed under and in accordance with the internal laws Laws of the State of New York without reference to its principles of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court located in the State of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City including all matters of construction, validity and thatperformance, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware each case without reference to its any choice-of-law or conflict of law principles that might lead to the application of conflicts the laws of lawsany other jurisdiction. In such a case, if Subject to the dispute is not, for any reason, maintainable in an appropriate federal court located in provisions of Article VIII of the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively Separation and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such caseDistribution Agreement, each party hereto of the Parties irrevocably submits itself and its property to the exclusive jurisdiction of (a) the foregoing Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with respect Article VIII of the Separation and Distribution Agreement or to such disputesprevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each party hereto (i) of the Parties further agrees that service of process may be made any process, summons, notice or document by mailing a copy of any relevant document U.S. registered mail to the such Party’s respective address set forth in Section 10.6 of the party set forth aboveSeparation and Distribution Agreement shall be effective service of process for any action, (ii) suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 5.6. Each of the Parties irrevocably and unconditionally waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards of any dispute between the parties hereto action, suit or proceeding arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it transactions contemplated hereby in the courts of Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any other jurisdictionsuch court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement and the legal relations thus created between the parties hereto (includingAny dispute, without limitationdisagreement, any dispute conflict of interpretation or claim arising out of or related relating to this Agreement) , or its enforcement, shall be governed by and construed under and in accordance with the internal laws of the State of New York without reference to its principles of conflicts of lawsYork. Any such dispute will be heard exclusively Sellers and determined before an appropriate federal court located in the State of New York in New York CountyPurchasers hereby irrevocably and unconditionally submit, orfor themselves and their property, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits itself and its property to the exclusive nonexclusive jurisdiction of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws Supreme Court of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or an appropriate proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, State or, if not maintainable therein, then in an appropriate federal court located in to the State of Delaware in New Castle County, andextent permitted by law, in such case, each party hereto submits itself and its property to the exclusive jurisdiction Federal court. Each of the foregoing courts with respect to parties hereto agrees that a final judgment in any such disputesaction 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 hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth abovehereby irrevocably and unconditionally waives, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreementlegally and effectively do so, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards of any dispute between the parties hereto suit, action or proceeding arising out of or related relating to this Agreement and (iv) agrees that a judgment or order of in any court referred to above in connection with any dispute between above. Each of the parties hereto arising out hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or related proceeding in any such court. Each party to this Agreement is conclusive and binding on it and may be enforced against it irrevocably consents to service of process in the courts manner provided for notices below. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other jurisdictionmanner permitted by law. EACH 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 HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE 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.

Governing Law; Jurisdiction. This Sponsor Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Sponsor Agreement and or the legal relations thus created between the parties hereto negotiation, execution or performance of this Sponsor Agreement (includingincluding any claim or cause of action based upon, without limitation, any dispute arising out of or related to any representation or warranty made in or in connection with this Sponsor Agreement) shall be governed by and construed under and in accordance with the internal laws law of the State of New York without reference to its Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. Any such dispute will be heard exclusively Each of the parties hereto hereby irrevocably and determined before an appropriate federal court located in the State of New York in New York Countyunconditionally (a) submits, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits for itself and its property property, to the exclusive jurisdiction of the foregoing courts with respect Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to such disputes. The parties hereto acknowledge accept jurisdiction over a particular matter, the Delaware Supreme Court or the United States District Court for the District of Delaware), and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City and thatany appellate court from any thereof, in any action or proceeding arising out of or relating to this Sponsor Agreement or the course negotiation, execution or performance of performing duties hereunder for the Companythis Sponsor Agreement (including any claim or cause of action based upon, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to any representation or warranty made in or in connection with this Sponsor Agreement), or for recognition or enforcement of any judgment, and agrees that the internal laws all claims in respect of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and any such legal relations action or proceeding shall be governed by heard and construed under and determined in accordance with the internal laws such Delaware Court of the State of Delaware without reference to its principles of conflicts of laws. In such a caseChancery (or, only if the dispute is notDelaware Court of Chancery declines to accept jurisdiction over a particular matter, the Delaware Supreme Court or the United States District Court for any reason, maintainable in an appropriate federal court located in the State District of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth aboveDelaware), (iib) waives waives, to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreementlegally and effectively do so, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in of any suit, action or proceeding arising out of or relating to this Sponsor Agreement or the courts referred to above as regards negotiation, execution or performance of this Sponsor Agreement (including any dispute between the parties hereto claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement Sponsor Agreement) in the Delaware Court of Chancery or in the Delaware Supreme Court or the United States District Court for the District of Delaware, (c) 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 court and (ivd) agrees that a final judgment in any such suit, action or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is proceeding shall be conclusive and binding on it and may be enforced against it in other jurisdictions by suit on the courts of judgment or in any other jurisdictionmanner provided by Law. Each of the parties hereto agrees that service of process, summons, notice or document by registered mail addressed to it at the applicable address set forth in Section 3.8 shall be effective service of process for any suit, action or proceeding brought in any such court.

Governing Law; Jurisdiction. This Agreement THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF). Each of the Company and the Trustee irrevocably consents and agrees that any legal relations thus created between the parties hereto (includingaction, without limitationsuit or proceeding against it with respect to obligations, liabilities or any dispute other matter arising out of or related to in connection with this Agreement) shall Indenture or the Notes may be governed by and construed under and brought in accordance with the internal laws courts of the State of New York without reference to its principles or the courts of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court the United States located in the State Borough of Manhattan, New York in City, New York Countyand, oruntil amounts due and to become due in respect of the Notes have been paid, if not maintainable therein, then in an appropriate New York state court located in New York County, hereby irrevocably consents and each party hereto submits itself and its property to the non-exclusive jurisdiction of the foregoing courts each such court in personam, generally and unconditionally with respect to such disputesany action, suit or proceeding for itself in respect of its properties, assets and revenues. The parties hereto acknowledge and agree that this Agreement was executed and delivered in Each of the State of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC Company and the Reporting OfficerTrustee irrevocably and unconditionally waives, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth above, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreementlaw, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in of any of the courts referred to above as regards any dispute between the parties hereto aforesaid actions, suits or proceedings arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it 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 not to plead or claim in any other jurisdictionsuch court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement and the legal relations thus created between the parties hereto (includingTHIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE, without limitation, any dispute arising out of or related to this Agreement) shall be governed by and construed under and in accordance with the internal laws of the State of New York without reference to its principles of conflicts of lawsREGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF. Any such dispute will be heard exclusively and determined before an appropriate federal court located in the State of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each Each party hereto hereby (i) irrevocably and unconditionally consents and submits itself and its property to the exclusive jurisdiction and venue of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws Chancery Court of the State of Delaware without reference to its principles of conflicts of laws. In such a caseand any state appellate court therefrom or, if (but only if) such court lacks subject matter jurisdiction, the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located United States District Court sitting in New Castle County, or, if not maintainable therein, then in an appropriate federal court located County in the State of Delaware in New Castle Countyand any appellate court therefrom (collectively, andthe “Delaware Courts”); and (ii) consents to service of process by first class certified mail, in return receipt requested, postage prepaid, to the address at which such case, each party hereto submits itself and its property is to the exclusive jurisdiction receive notice in accordance with Section 7(b). Each of the foregoing courts with respect parties hereto irrevocably and unconditionally (A) agrees not to commence any such disputes. Each party hereto action or proceeding except in the Delaware Courts, (iB) agrees that service any claim in respect of process any such action or proceeding may be made by mailing a copy of any relevant document to heard and determined in the address of the party set forth aboveDelaware Courts, (iiC) waives waives, to the fullest extent permitted by law it may legally and effectively do so, any objection which that it may now or hereafter have to the courts referred to above on jurisdiction or laying of venue of any such action or proceeding in the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this AgreementDelaware Courts, and (iiiD) waives waives, to the fullest extent permitted by law any objection which it may now or hereafter have law, the defense of an inconvenient forum to the laying maintenance of venue such action or proceeding in the courts referred to above as regards any dispute between the parties hereto arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction.Delaware Courts. 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 RESPECT OF ANY CLAIM OR ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE EXIT EVENT OR THE SERVICES CONTEMPLATED HEREBY. * * * * *

Governing Law; Jurisdiction. This Agreement and the legal relations thus created between the parties hereto (including, without limitation, any dispute arising out of or related to this Agreement) Warrant shall be governed by by, and construed under and in accordance with with, the internal laws of the State of New York York, without reference regard to its principles of the conflicts of lawslaws provisions thereof. Any such dispute will be heard exclusively Holder and determined before an appropriate federal court located in the State of New York in New York CountyCompany hereby irrevocably and unconditionally submit, orfor themselves and their property, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits itself and its property to the exclusive nonexclusive jurisdiction of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws Supreme Court of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or an appropriate proceeding arising out of or relating to this Warrant, or for recognition or enforcement of any judgment, and hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard and determined in such New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, State or, if not maintainable therein, then in an appropriate federal court located in to the State of Delaware in New Castle County, andextent permitted by law, in such case, each party hereto submits itself Federal court. Holder and its property to the exclusive jurisdiction of the foregoing courts with respect to Company hereby agree that a final judgment in any such disputes. Each party hereto (i) agrees that service of process action or proceeding shall be conclusive and may be made enforced in other jurisdictions by mailing a copy of suit on the judgment or in any relevant document to other manner provided by law. Holder and the address of the party set forth aboveCompany hereby irrevocably and unconditionally waive, (ii) waives to the fullest extent permitted by law they may legally and effectively do so, any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it they may now or hereafter have to the laying of venue in the courts referred to above as regards of any dispute between the parties hereto suit, action or proceeding arising out of or related relating to this Agreement and (iv) agrees that a judgment or order of Warrant in any court referred to above above, and hereby irrevocably waive, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in connection with any dispute between such court. Holder and the parties hereto arising out Company irrevocably consent to service of or related to process in the manner provided for notices above. Nothing in this Agreement is conclusive and binding on it and may be enforced against it will affect the right of the Holder to serve process in the courts of any other jurisdictionmanner permitted by law. HOLDER AND THE COMPANY HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). HOLDER AND THE COMPANY CERTIFY THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF HOLDER OR THE COMPANY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT IT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER.

Governing Law; Jurisdiction. This Agreement THIS INDENTURE, THE GUARANTEES AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Company and each Guarantor irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal relations thus created between the parties hereto (includingaction, without limitationsuit or proceeding against it with respect to obligations, liabilities or any dispute other matter arising out of or related to in connection with this Agreement) shall Indenture, the Note Guarantees or the Notes may be governed by and construed under and brought in accordance with the internal laws courts of the State of New York without reference to its principles or the courts of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court the United States located in the State Borough of Manhattan, New York in City, New York Countyand, oruntil amounts due and to become due in respect of the Notes have been paid, if not maintainable therein, then in an appropriate New York state court located in New York County, hereby irrevocably consents and each party hereto submits itself and its property to the non-exclusive jurisdiction of the foregoing courts each such court in personam, generally and unconditionally with respect to such disputesany action, suit or proceeding for itself in respect of its properties, assets and revenues. The parties hereto acknowledge Company and agree that this Agreement was executed each Guarantor irrevocably and delivered in the State of New Yorkunconditionally waives, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth above, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreementlaw, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in of any of the courts referred to above as regards any dispute between the parties hereto aforesaid actions, suits or proceedings arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it 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 not to plead or claim in any other jurisdictionsuch court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF). The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal relations thus created between the parties hereto (includingaction, without limitationsuit or proceeding against it with respect to obligations, liabilities or any dispute other matter arising out of or related to in connection with this Agreement) shall Indenture or the Notes may be governed by and construed under and brought in accordance with the internal laws courts of the State of New York without reference to its principles or the courts of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court the United States located in the State Borough of Manhattan, New York in City, New York Countyand, oruntil amounts due and to become due in respect of the Notes have been paid, if not maintainable therein, then in an appropriate New York state court located in New York County, hereby irrevocably consents and each party hereto submits itself and its property to the non-exclusive jurisdiction of the foregoing courts each such court in personam, generally and unconditionally with respect to such disputesany action, suit or proceeding for itself in respect of its properties, assets and revenues. 103 The parties hereto acknowledge Company irrevocably and agree that this Agreement was executed and delivered in the State of New Yorkunconditionally waives, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth above, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreementlaw, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in of any of the courts referred to above as regards any dispute between the parties hereto aforesaid actions, suits or proceedings arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with this 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 not to plead or claim in any dispute between such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties hereto irrevocably waives any immunity to jurisdiction to which it may be entitled or become entitled (including without limitation sovereign immunity, immunity to pre-award attachment, immunity to post-award attachment or otherwise) in any proceedings against it arising out of or related to based on this Agreement is conclusive and binding on it and may be enforced against it in Indenture or the courts of any other jurisdictiontransactions contemplated hereby.

Governing Law; Jurisdiction. This Agreement (and the legal relations thus created between the parties hereto (including, without limitation, any dispute claims or disputes arising out of or related thereto or to this Agreementthe transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed under and in accordance with the internal laws Laws of the State of New York without reference to its principles of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court located in the State of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City including all matters of construction, validity and thatperformance, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware each case without reference to its any choice-of-law or conflict of law principles that might lead to the application of conflicts the Laws of lawsany other jurisdiction. In such a case, if Subject to the dispute is not, for any reason, maintainable in an appropriate federal court located in provisions of Section 9 of the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively Separation and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such caseDistribution Agreement, each party hereto of the Parties irrevocably submits itself and its property to the exclusive jurisdiction of (a) the foregoing Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with respect Section 9 of the Separation and Distribution Agreement or to such disputesprevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each party hereto (i) of the Parties further agrees that service of process may be made any process, summons, notice or document by mailing a copy of any relevant document U.S. registered mail to the such Party’s respective address set forth in Section 11.6 of the party set forth aboveSeparation and Distribution Agreement shall be effective service of process for any action, (ii) suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 24. Each of the Parties irrevocably and unconditionally waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards of any dispute between the parties hereto action, suit or proceeding arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it transactions contemplated hereby in the courts of Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any other jurisdictionsuch court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING AS TO THE VALIDITY, INTERPRETATION AND EFFECT OF THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE PRINCIPLES OR RULES OF CONFLICT OF LAWS, TO THE EXTENT SUCH PRINCIPLES OR RULES ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD PERMIT OR REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. The Company and the legal relations thus created between the parties hereto (including, without limitation, any dispute arising out of or related to this Agreement) shall be governed by and construed under and in accordance with the internal laws of the State of New York without reference to its principles of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court located in the State of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits itself and its property Investor hereby irrevocably submit to the exclusive jurisdiction of the foregoing federal courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State Southern District of New York, and that for those appellate courts having jurisdiction of appeals from such courts, solely in respect of the interpretation and other reasons enforcement of the provisions of this Agreement and the undertakings in respect of the parties hereunder bear a reasonable relation to the State of New Yorktransactions contemplated hereby. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws Each of the State Company and Investor irrevocably agrees that all claims in respect of New York do not govern the interpretation and enforcement of the provisions of this Agreement and in respect of the legal relations thus created between the parties heretotransactions contemplated hereby, then this Agreement and or with respect to any such legal relations action or proceeding, shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such casecourts, each party hereto submits itself and its property to the exclusive that such jurisdiction of the foregoing such courts with respect thereto shall be exclusive, except solely to the extent that all such courts shall lawfully decline to exercise such jurisdiction. Each of the Company and Investor hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof or in respect of any such transaction, that it is not subject to such disputesjurisdiction. Each party hereto (i) of the Company and Investor hereby waives, and agrees that service of process may be made by mailing a copy of any relevant document not to assert, to the address of the party set forth above, (ii) waives to the fullest maximum extent permitted by law Law, as a defense in any objection which it action, suit or proceeding for the interpretation or enforcement hereof or in respect of any such transaction, that such action, suit or proceeding may now not be brought or hereafter have to is not maintainable in such courts or that the courts referred to above on the grounds of inconvenient forum venue thereof may not be appropriate or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards any dispute between the parties hereto arising out of or related to that this Agreement may not be enforced in or by such courts. The Company and (iv) agrees that a judgment or order Investor hereby consent to and grant any such court jurisdiction over the person of such parties and over the subject matter of any court referred to above such dispute and agree that mailing of process or other papers in connection with any dispute between such action or proceeding in the parties hereto arising out of manner provided in Section 8.01 or related to this Agreement is conclusive and binding on it and in such other manner as may be enforced against it in the courts of any other jurisdictionpermitted by law, shall be valid and sufficient service thereof.

Governing Law; Jurisdiction. This Agreement and the THIS LIMITED GUARANTEE, AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF, BASED UPON, OR RELATED TO THIS LIMITED GUARANTEE OR THE NEGOTIATION, EXECUTION OR PERFORMANCE HEREOF, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Any legal relations thus created between the parties hereto (includingaction, without limitation, any dispute suit or proceeding arising out of of, based upon or related relating to this Agreement) Limited Guarantee or the transactions contemplated hereby shall be governed by and construed under and brought exclusively in accordance with the internal laws Court of Chancery of the State of New York without reference Delaware, or to its principles the extent such Court does not have subject matter jurisdiction, the Superior Court of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court located in the State of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York CountyDelaware (the “Chosen Courts”), and solely in connection with claims arising under this Limited Guarantee or the transactions that are the subject of this Limited Guarantee each party hereto (i) irrevocably submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect Chosen Courts, (ii) waives any objection to laying venue in any such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered action or proceeding in the State of New YorkChosen Courts, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, (iii) waives any objection that the internal laws of the State of New York Chosen Courts are an inconvenient forum or do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for have jurisdiction over any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (iiv) agrees that service of process may upon such party in any such action or proceeding shall be made effective if notice is given in accordance with Section 6 of this Limited Guarantee. Each party hereto irrevocably waives any and all right to trial by mailing a copy jury in any legal proceeding arising out of any relevant document or relating to this Limited Guarantee or the address of the party set forth abovetransactions contemplated hereby. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS LIMITED GUARANTEE IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE, OR THE TRANSACTIONS CONTEMPLATED BY THIS LIMITED GUARANTEE. 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) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this AgreementEACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards any dispute between the parties hereto arising out of or related to this Agreement and EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdictionEACH 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. This Agreement and the legal relations thus created between the parties hereto (includingAny dispute, without limitationdisagreement, any dispute conflict of interpretation or claim arising out of or related relating to this Agreement) , or its enforcement, shall be governed by and construed under and in accordance with the internal laws of the State of New York without reference York. The Parties hereby irrevocably and unconditionally submit, for themselves and their property, to its principles the nonexclusive jurisdiction of conflicts of laws. Any such dispute will be heard exclusively the appropriate state and determined before an appropriate federal court courts located in the State of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto any action or proceeding arising out of or related relating to this Agreement, that the internal laws or for recognition or enforcement of any judgment, and each of the State Parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of New York do not govern this Agreement any such action or proceeding may be heard and determined in such courts. Each of the legal relations thus created between the parties hereto, then this Agreement and Parties agrees that a final judgment in any such legal relations action or proceeding shall be governed conclusive and may be enforced in other jurisdictions by and construed under and suit on the judgment or in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputesother manner provided by law. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth aboveParty hereby irrevocably and unconditionally waives, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreementlegally and effectively do so, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards of any dispute between the parties hereto suit, action or proceeding arising out of or related relating to this Agreement and (iv) agrees that a judgment or order of in any court referred to above above. Each of the Parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in connection with any dispute between the parties hereto arising out of or related such court. Each Party to this Agreement is conclusive and binding on it and may be enforced against it irrevocably consents to service of process in the courts manner provided for notices below. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other jurisdictionmanner permitted by law. EACH 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 HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE 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.

Governing Law; Jurisdiction. This Agreement Guaranty cannot be changed or terminated orally, and shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable to contracts made and performed in such state, without regard to principles of conflicts of laws which would result in the application of the substantive law of another jurisdiction. Each of the undersigned hereby consents and agrees that the state or federal courts located in the County of New York, State of New York shall have exclusive jurisdiction to hear and determine any claims or disputes between any of the undersigned, on the one hand, and the legal relations thus created between Lenders, on the parties hereto (includingother hand, without limitation, pertaining to this Guaranty or any dispute of the Transaction Documents or to any matter arising out of or related to this Agreement) shall be governed by and construed under and in accordance with the internal laws Guaranty or any of the State Transaction Documents; provided, that each of the undersigned acknowledges that any appeals from those courts may have to be heard by a court located outside of the County of New York without reference to its principles of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court located in the State of New York in New York CountyYork, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York; and further provided, that IAC is headquartered nothing in New York City and thatthis Guaranty shall be deemed or operate to preclude the Lenders from bringing suit or taking other legal action in any other jurisdiction to collect the obligations, in to realize on the course of performing duties hereunder collateral or any other security for the Companyobligations, Executive shall have multiple contacts with or to enforce a judgment or other court order in favor of the business Lenders. Each of the undersigned expressly submits and operations of IAC and the Reporting Officer, as well as other businesses and operations consents in the State of New Yorkadvance to such jurisdiction in any action or suit commenced in any such court, and that for those each undersigned hereby waives any objection which it may have based upon lack of personal jurisdiction, improper venue or forum non conveniens. Each of the undersigned hereby waives personal service of the summons, complaint and other reasons this Agreement process issued in any such action or suit and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of such summons, complaint and other process may be made by mailing a copy registered or certified mail addressed to such undersigned in accordance with Section 17 and that service so made shall be deemed completed upon the earlier of any relevant document to the address of the party set forth above, such undersigned's actual receipt thereof or three (ii3) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue days after deposit in the courts referred to above as regards any dispute between the parties hereto arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdictionU.S. mail, proper postage prepaid.

Governing Law; Jurisdiction. (a) This Agreement Indenture and the legal relations thus created between the parties hereto (including, without limitation, any dispute arising out of or related to this Agreement) each Security shall be governed by and construed deemed to be a contract under and in accordance with the internal laws of the State of New York without reference to its principles of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court located in the State of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those all purposes shall be construed in accordance with the laws of said State, except as may otherwise be required by mandatory provisions of law. The Issuer hereby irrevocably and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation unconditionally submits to the jurisdiction of any New York State of or United States Federal court sitting in New York. If an appropriate court determinesYork City over any suit, in connection with a dispute between the parties hereto action or proceeding arising out of or related relating to this AgreementIndenture or any Security. The Issuer irrevocably and unconditionally waives, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth above, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreementlaw, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Issuer has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, the Issuer irrevocably waives such immunity in respect of its obligations hereunder or under any Security. The Issuer agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Issuer and, to the extent permitted by applicable law, may be enforced in any court to the jurisdiction of which the Issuer is subject by a suit upon such judgment or in any manner provided by law, provided that service of process is effected upon the Issuer in the courts referred to above manner specified in the following subsection or as regards otherwise permitted by law. As long as any dispute between of the parties hereto Securities remain outstanding, the Issuer will at all times have an authorized agent in the United States, upon whom process may be served in any legal action or proceeding arising out of or related relating to this Agreement Indenture or any Security. Service of process upon such agent and (iv) written notice of such service mailed or delivered to the Issuer shall to the fullest extent permitted by law be deemed in every respect effective service of process upon the Issuer in any such legal action or proceeding. The Issuer hereby irrevocably appoints CT Corporation System as its agent for such purpose, and covenants and agrees that service of process in any suit, action or proceeding may be made upon it at the office of such agent at 111 Eighth Avenue, New Xxxx, Xxx Xxxx 00000. Xxxxxxxxxxxxxxx xxx xxxxxxxxx, xxx Xxxxxx xxx, xxxx xxxxx xxxxxxn notice to the Trustee, terminate the appointment of CT Corporation System and appoint another agent for the above purposes so that the Issuer shall at all times have an agent for the above purposes in the United States. The Issuer hereby irrevocably waives, to the fullest extent permitted by law, any requirement or other provision of law, rule, regulation or practice which requires or otherwise establishes as a judgment condition to the institution, prosecution or order completion of any court referred to above in connection with any dispute between the parties hereto suit, action or proceeding (including appeals) arising out of or related relating to this Agreement is conclusive and binding on it and may be enforced against it in Indenture or any Security, the courts posting of any bond or the furnishing, directly or indirectly, of any other jurisdictionsecurity.

Governing Law; Jurisdiction. This Second Amendment and Agreement and the legal relations thus created between the parties hereto (including, without limitation, any dispute arising out of or related to this Agreement) shall will be governed by and construed under and in accordance with the internal laws of the State of New York without reference to its principles of conflicts of lawsYork. Any such dispute will action against either party hereto, including any action for provisional or conservatory measures or action to enforce any judgment entered by any court in respect of any thereof, may be heard exclusively and determined before an appropriate brought in any federal or state court of competent jurisdiction located in the State Borough of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations Manhattan in the State of New York, and that each party hereto irrevocably consents to the jurisdiction and venue in the United States District Court for those the Southern District of New York and other reasons this Agreement in the courts hearing appeals therefrom unless no federal subject matter jurisdiction exists, in which event, each party hereto irrevocably consents to jurisdiction and venue in the undertakings Supreme Court of the parties hereunder bear a reasonable relation to the State of New York, New York County, and in the courts hearing appeals therefrom. If an appropriate court determinesEach party hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in connection any action or proceeding with a dispute between the parties hereto arising out of or related respect to this Second Amendment and Agreement, any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason other than the failure to serve process in accordance with this Second Amendment and Agreement, 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 to the internal fullest extent permitted by applicable law, that the suit, action or proceeding in any such court is brought in an inconvenient forum, that the venue of such suit, action or proceeding is improper, or that this Second Amendment and Agreement, or the subject matter hereof or thereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by applicable law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of any amount to which the party is entitled pursuant to the final judgment of any court having jurisdiction. Each party expressly acknowledges that the foregoing waiver is intended to be irrevocable under the laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State United States of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth above, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards any dispute between the parties hereto arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdictionAmerica.

Governing Law; Jurisdiction. This Agreement (and the legal relations thus created between the parties hereto (including, without limitation, any dispute claims or disputes arising out of or related thereto or to this Agreementthe transactions contemplated thereby or to the inducement of any Party to enter therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common Law, statute or otherwise) shall in all respects be governed by and construed under and in accordance with the internal laws Laws of the State of New York without reference to its principles of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court located in the State of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City including all matters of construction, validity and thatperformance, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware each case without reference to its any choice-of-law or conflict of law principles that might lead to the application of conflicts the Laws of lawsany other jurisdiction. In such a case, if Subject to the dispute is not, for any reason, maintainable in an appropriate federal court located in provisions of Section 9 of the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively Separation and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such caseDistribution Agreement, each party hereto of the Parties irrevocably submits itself and its property to the exclusive jurisdiction of (a) the foregoing Fairfax County Circuit Court and any appeals courts thereof or (b) the United States District Court for the Eastern District of Virginia and any appeals courts thereof (the courts referred to in clauses (a) and (b), the “Virginia Courts”), for the purposes of any suit, action or other proceeding to compel arbitration or for provisional relief in aid of arbitration in accordance with respect Section 9 of the Separation and Distribution Agreement or to such disputesprevent irreparable harm, and to the non-exclusive jurisdiction of the Virginia Courts for the enforcement of any award issued thereunder. Each party hereto (i) of the Parties further agrees that service of process may be made any process, summons, notice or document by mailing a copy of any relevant document U.S. registered mail to the such Party’s respective address set forth in Section 11.6 of the party set forth aboveSeparation and Distribution Agreement shall be effective service of process for any action, (ii) suit or proceeding in the Virginia Courts with respect to any matters to which it has submitted to jurisdiction in this Section 24. Each of the Parties irrevocably and unconditionally waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards of any dispute between the parties hereto action, suit or proceeding arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it transactions contemplated hereby in the courts of Virginia Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any other jurisdiction.such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. [Signature Page Follows] SIGNATORY

Governing Law; Jurisdiction. This Agreement THIS INDENTURE, EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF). The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal relations thus created between the parties hereto (includingaction, without limitationsuit or proceeding against it with respect to obligations, liabilities or any dispute other matter arising out of or related to in connection with this Agreement) shall Indenture or the Notes may be governed by and construed under and brought in accordance with the internal laws courts of the State of New York without reference to its principles or the courts of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court the United States located in the State Borough of Manhattan, New York in City, New York Countyand, oruntil amounts due and to become due in respect of the Notes have been paid, if not maintainable therein, then in an appropriate New York state court located in New York County, hereby irrevocably consents and each party hereto submits itself and its property to the non-exclusive jurisdiction of the foregoing courts each such court in personam, generally and unconditionally with respect to such disputesany action, suit or proceeding for itself in respect of its properties, assets and revenues. The parties hereto acknowledge Company irrevocably and agree that this Agreement was executed and delivered in the State of New Yorkunconditionally waives, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth above, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreementlaw, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in of any of the courts referred to above as regards any dispute between the parties hereto aforesaid actions, suits or proceedings arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it 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 not to plead or claim in any other jurisdictionsuch court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement THIS INDENTURE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF). The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal relations thus created between the parties hereto (includingaction, without limitationsuit or proceeding against it with respect to obligations, liabilities or any dispute other matter arising out of or related to in connection with this Agreement) shall Indenture or the Notes may be governed by and construed under and brought in accordance with the internal laws courts of the State of New York without reference to its principles or the courts of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court the United States located in the State Borough of Manhattan, New York in City, New York Countyand, oruntil amounts due and to become due in respect of the Notes have been paid, if not maintainable therein, then in an appropriate New York state court located in New York County, hereby irrevocably consents and each party hereto submits itself and its property to the non-exclusive jurisdiction of the foregoing courts each such court in personam, generally and unconditionally with respect to such disputesany action, suit or proceeding for itself in respect of its properties, assets and revenues. The parties hereto acknowledge Company irrevocably and agree that this Agreement was executed and delivered in the State of New Yorkunconditionally waives, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth above, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreementlaw, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in of any of the courts referred to above as regards any dispute between the parties hereto aforesaid actions, suits or proceedings arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it 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 not to plead or claim in any other jurisdictionsuch court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Deposit Agreement and the legal relations thus created between the parties hereto (including, without limitation, any dispute arising out of or related to this Agreement) Receipts shall be interpreted and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by and construed under and in accordance with the internal laws of the State of New York without reference to its principles York. The Company irrevocably agrees that any legal suit, action or proceeding against the Company brought by the Depositary or any Owner, arising out of conflicts of laws. Any such dispute will or based upon this Deposit Agreement or the transactions contemplated hereby, may be heard exclusively and determined before an appropriate instituted in any state or federal court located in the State of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth above, (ii) irrevocably waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company also irrevocably agrees that any legal suit, action or proceeding against the courts referred to above as regards any dispute between Depositary brought by the parties hereto Company, arising out of or related to based upon this Deposit Agreement and or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York. The Company has appointed Sxxxxxx Xxxxxxxx, secretary of the Company's US holding companies, at Rio Tinto Services Inc., 80 Xxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000-0000, as its authorized agent (ivthe "Authorized Agent") agrees that a judgment or order of upon which process may be served in any court referred to above in connection with any dispute between the parties hereto such action arising out of or related based on this Deposit Agreement or the transactions contemplated hereby which may be instituted in any state or federal court in New York, New York by the Depositary or any Owner, and waives any other requirements of or objections to this Agreement is conclusive personal jurisdiction with respect thereto. The Company represents and binding on warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. The Company further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding against the Company, by service by mail of a copy thereof upon the Authorized Agent (whether or not the appointment of such Authorized Agent shall for any reason prove to be ineffective or such Authorized Agent shall fail to accept or acknowledge such service), with a copy mailed to the Company by registered or certified air mail, postage prepaid, to its address provided hereunder. The Company agrees that the failure of the Authorized Agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. If, for any reason, the Authorized Agent named above or its successor shall no longer serve as agent of the Company to receive service of process in New York, the Company shall promptly appoint a successor acceptable to the Depositary, so as to serve and will promptly advise the Depositary thereof. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service of process may be enforced against it made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed. Notwithstanding the foregoing, any action based on this Deposit Agreement may be instituted by the Depositary or any Owner in any competent court in the courts United Kingdom. By holding an American Depositary Share or an interest therein, Owners and owners of American Depositary Shares each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon this Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York, and by holding an American Depositary Share or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. To the extent that the Company or any of its properties, assets or revenues may have or may hereafter be entitled to, or have attributed to it, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution or judgment, or from execution of judgment, or other jurisdictionlegal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may at any time be commenced, with respect to its obligations, liabilities or other matter under or arising out of or in connection with the Rio Tinto Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement, the Company, to the fullest extent permitted by law, hereby irrevocably and unconditionally waives, and agrees not to plead or claim, any such immunity and consents to such relief and enforcement. EACH PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND BENEFICIAL OWNER AND/OR HOLDER OF INTERESTS IN AMERICAN DEPOSITARY SHARES OR RECEIPTS) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE DEPOSITARY AND/OR THE COMPANY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY SHARES OR THE RECEIPTS, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY).

Governing Law; Jurisdiction. This JURY TRIAL. The corporate laws of the State of Delaware shall: govern all issues concerning the relative rights of the Company and its shareholders All other questions concerning the construction, validity, enforcement and interpretation of this Agreement and the legal relations thus created between the parties hereto (including, without limitation, any dispute arising out of or related to this Agreement) other Transaction Documents shall be governed by and construed under and in accordance with the internal laws of the State of New York Illinois, without reference giving effect to its principles any choice of conflicts law or conflict of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court located in law provision or rule (whether of the State of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each Illinois or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Illinois. Each party hereto hereby irrevocably submits itself and its property to the exclusive jurisdiction of the foregoing state and federal courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered sitting in the State City of New YorkChicago, for the adjudication of any dispute hereunder or under the other Transaction Documents or in connection herewith or therewith, or with- any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that IAC such suit, action or proceeding is headquartered brought in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of inconvenient forum or related to this Agreement, that the internal laws venue of the State of New York do not govern this Agreement and the legal relations thus created between the parties heretosuch suit, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute action or proceeding is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputesimproper. Each party hereto (i) agrees that hereby irrevocably waives personal service of a process may be made and consents to process being served in any such suit, action or proceeding by mailing a copy of any relevant document thereof to such party at. the address of the party set forth above, (ii) waives for such notices to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards any dispute between the parties hereto arising out of or related to under this Agreement and (iv) agrees that a judgment or order such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any court referred way any right to above serve process in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdictionmanner permitted-by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Law; Jurisdiction. This Agreement THIS LIMITED GUARANTEE, THE RIGHTS OF THE PARTIES UNDER OR IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATED TO ANY OF THE FOREGOING, SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE APPLICABLE THEREIN WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT OTHERWISE MIGHT CAUSE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. Each party hereto agrees that it shall bring, maintain and defend any such action or proceeding exclusively in the legal relations thus created between the parties hereto (including, without limitation, any dispute arising out Court of or related to this Agreement) shall be governed by and construed under and Chancery in accordance with the internal laws of the State of New York without reference to its principles Delaware, or if but only if such Court does not have subject matter jurisdiction, such other court of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court competent jurisdiction located in the State of New York Delaware (as just described, the “Chosen Courts”) and solely in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto connection with such actions or proceedings: (i) irrevocably submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect Chosen Courts; (ii) waives any objection to laying venue in any such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered action or proceeding in the State of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, Chosen Courts; (iii) waives any objection that the internal laws of the State of New York Chosen Courts are an inconvenient forum or do not govern this Agreement have jurisdiction over any party hereto; and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (iiv) agrees that service of process may upon such party in any such action or proceeding shall be made by mailing a copy of any relevant document effective if effected pursuant to the address Laws of the State of Delaware or in accordance with Section 6 of this Limited Guarantee (other than by e-mail transmission), Notwithstanding the immediately preceding sentence, a party set forth above, (ii) waives to may commence any action in a court other than the fullest extent permitted Chosen Courts solely for the purpose of enforcing an order or judgment issued by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards any dispute between the parties hereto arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdictionChosen Court.

Governing Law; Jurisdiction. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement and the legal relations thus created between the parties hereto (including, without limitation, any dispute arising out of or related to this Agreement) shall be governed by and construed under and enforced in accordance with the internal laws of the State of New York York, without reference regard to its the principles of conflicts of lawslaw thereof. Any such dispute will Each party agrees that all Actions concerning the interpretations enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Agreements (whether brought against a party hereto or its respective Affiliates, officers, directors, managers, members, employees or agents) may be heard exclusively and determined before an appropriate federal court located commenced on a non-exclusive basis in the State of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each Courts. Each party hereto hereby irrevocably submits itself and its property to the non-exclusive jurisdiction of the foregoing courts New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Agreements), and hereby irrevocably waives, and agrees not to assert in any Action, any defense or claim that it is not personally subject to the jurisdiction of any such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City and thatCourt, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and or that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable Action has been commenced in an appropriate federal court located in the State of New York in New York County improper or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputesinconvenient forum. Each party hereto (i) agrees that hereby irrevocably waives personal service of process may be made and consents to process being served in any such Action by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of any relevant document delivery) to such party at the address of the party set forth above, (ii) waives in effect for notices to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards any dispute between the parties hereto arising out of or related to under this Agreement and (iv) agrees that a judgment or order such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any court referred way any right to above serve process in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdictionmanner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law; Jurisdiction. This Agreement and the legal relations thus created between the parties hereto (including, without limitation, any dispute arising out of or related to this Agreement) shall will be governed by and construed under and interpreted in accordance with the internal laws of the State of New York without reference to its principles York. Each of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court located in the State of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party parties hereto irrevocably submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern located in New York County and the United States District Court for the Southern District of New York for the purpose of any suits, action, proceeding or judgement relating to or arising out of this Agreement and the legal relations thus created between the parties heretotransactions contemplated hereby. Service of process in connection with any such suit, then this Agreement and such legal relations shall action or proceeding may be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, served on each party hereto submits itself and its property anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the exclusive jurisdiction of any such court in any such suit, action or proceeding to the foregoing courts with respect to laying of venue in such disputescourt. Each party hereto (i) agrees that service irrevocably waives any objection to the laying of process may be made by mailing a copy venue of any relevant document 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 (on 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 address of the party set forth aboveCompany irrevocably waives, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreementlaw, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue such immunity in the courts referred to above as regards any dispute between the parties hereto arising out of or related to this Agreement and (iv) agrees that a judgment or order respect of any court referred to above in connection with any dispute between the parties hereto arising out of suit, action or related to this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdictionproceeding. TO 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. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS 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. This Agreement THIS AGREEMENT AND EACH NOTE AND NOTE GUARANTEE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT AND EACH NOTE AND NOTE GUARANTEE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Each of the Company and the Guarantors, if any, irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Representative, that any legal relations thus created between the parties hereto (includingaction, without limitationsuit or proceeding against it with respect to obligations, liabilities or any dispute other matter arising out of or related to in connection with this Agreement) shall , the Notes or the Note Guarantees may be governed by and construed under and brought in accordance with the internal laws courts of the State of New York without reference to its principles or the courts of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court the United States located in the State Borough of Manhattan, New York in City, New York Countyand, oruntil amounts due and to become due in respect of the Notes and Note Guarantees have been paid in full, if not maintainable therein, then in an appropriate New York state court located in New York County, hereby irrevocably consents and each party hereto submits itself and its property to the non-exclusive jurisdiction of the foregoing courts each such court in personam, generally and unconditionally with respect to such disputesany action, suit or proceeding for itself in respect of its properties, assets and revenues. The parties hereto acknowledge and agree that this Agreement was executed and delivered in Each of the State of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC Company and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a caseGuarantors, if the dispute is notany, for any reasonirrevocably and unconditionally waives, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth above, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreementlaw, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in of any of the courts referred to above as regards any dispute between the parties hereto aforesaid actions, suits or proceedings arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it 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 not to plead or claim in any other jurisdiction.such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Section 18.05 Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Representative and Collateral Agent. Upon any application by the

Governing Law; Jurisdiction. This Agreement THIS INDENTURE, THE GUARANTEE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE, THE GUARANTEE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF). Each of Company and the Reference Entity irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal relations thus created between action, suit or proceeding against the parties hereto (includingCompany or the Reference Entity with respect to obligations, without limitation, liabilities or any dispute other matter arising out of or related to in connection with this Agreement) shall Indenture, the Guarantee or the Notes may be governed by and construed under and brought in accordance with the internal laws courts of the State of New York without reference to its principles or the courts of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court the United States located in the State Borough of Manhattan, New York in City, New York Countyand, oruntil amounts due and to become due in respect of the Notes have been paid, if not maintainable therein, then in an appropriate New York state court located in New York County, hereby irrevocably consents and each party hereto submits itself and its property to the non-exclusive jurisdiction of the foregoing courts each such court in personam, generally and unconditionally with respect to such disputesany action, suit or proceeding for itself in respect of its properties, assets and revenues. The parties hereto acknowledge and agree that this Agreement was executed and delivered in Each of the State of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC Company and the Reporting OfficerReference Entity irrevocably and unconditionally waives, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth above, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreementlaw, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in of any of the courts referred to above as regards any dispute between the parties hereto aforesaid actions, suits or proceedings arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between this Indenture, the parties hereto arising out of Guarantee or related to this Agreement is conclusive and binding on it and may be enforced against it the Notes 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 not to plead or claim in any other jurisdiction.such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. 116

Governing Law; Jurisdiction. This Agreement THIS AGREEMENT IS BEING DELIVERED IN THE STATE OF NEW YORK. THIS AGREEMENT WILL BE GOVERNED BY, AND BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Grantor hereby irrevocably consents and the agrees that any legal relations thus created between the parties hereto (includingaction, without limitation, any dispute suit or proceeding arising out of or related to in any way in connection with this Agreement) shall Agreement or any of the other Loan Documents may be governed by and construed under and instituted or brought in accordance with the internal laws courts of the State of New York without reference to its principles of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court located or in the State of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court United States Courts located in New York County, and each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those the appellate courts from any thereof, as Secured Party may elect or in any other state or Federal court as Secured Party shall deem appropriate, and other reasons this Agreement by execution and the undertakings delivery of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement Grantor hereby irrevocably accepts and the legal relations thus created between the parties heretosubmits to, then this Agreement and such legal relations shall be governed by and construed under for itself and in accordance with respect of its property, generally and unconditionally, the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the non-exclusive jurisdiction of any such court, and to all proceedings in such courts. Grantor irrevocably consents to service of any summons and/or legal process by first class, certified United States air mail, postage prepaid, to Grantor at the foregoing courts with respect address set forth herein, such method of service to such disputes. Each party hereto (i) agrees that constitute, in every respect, sufficient and effective service of process may be made by mailing a copy of in any relevant document to the address such legal action or proceeding. Nothing in this Agreement or in any of the party set forth above, (ii) waives other Loan Documents shall affect the right to the fullest extent service of process in any other manner permitted by law any objection which it may now or hereafter have limit the right of Secured Party to the courts referred to above on the grounds of inconvenient forum bring actions, suits or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards any dispute between the parties hereto arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it proceedings in the courts of any other jurisdiction. Grantor further agrees that final judgment against it in any such legal action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, within or outside the United States of America, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the fact and the amount of the liability. Secured Party and Grantor agree that such state and Federal courts of and within the State of New York have non-exclusive jurisdiction in respect of any claims brought under the Cape Town Treaty relating to any Aircraft.

Governing Law; Jurisdiction. This Agreement and all Actions (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the legal relations thus created between the parties hereto negotiation, execution or performance hereof (includingincluding any claim or cause of action based upon, without limitation, any dispute arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) shall be governed by by, construed and construed under and enforced in accordance with the internal laws Laws (both substantive and procedural) of the State of New York without reference to its principles of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court located in the State of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, without regard to the conflict of laws principles thereof, except that IAC is headquartered in New York City the Merger, the internal affairs of SPAC and that, in the course any provisions of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and that are expressly or otherwise required to be governed by the undertakings Cayman Act, shall be governed by the Laws of the parties hereunder bear a reasonable relation Cayman Islands (without giving effect to choice of law principles thereof) in respect of which the Parties irrevocably submit to the State non-exclusive jurisdiction of New Yorkthe courts of the Cayman Islands. If an appropriate court determinesSubject to the immediately preceding sentence, in connection with a dispute between the parties hereto all Actions arising out of or related relating to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed heard and determined exclusively by the state and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located courts seated in New York County, such dispute will be heard exclusively New York (and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in any courts having jurisdiction over appeals therefrom) (the State of Delaware in New Castle County, and, in such case, each party “Specified Courts”). Each Party hereto hereby (a) submits itself and its property to the exclusive personal and subject matter jurisdiction of any Specified Court for the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy purpose of any relevant document to the address of the party set forth above, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto Action arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards any dispute between the parties hereto arising out of or related relating to this Agreement brought by any Party hereto and (ivb) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject to the personal or subject matter jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each Party agrees that a final judgment or order of in any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is Action shall be conclusive and binding on it and may be enforced against it in other jurisdictions by suit on the courts judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 10.1. Nothing in this Section 10.4 shall affect the right of any Party to serve legal process in any other jurisdictionmanner permitted by Law.

Governing Law; Jurisdiction. This The corporate law of the State of Delaware shall govern all issues and questions concerning the relative rights and obligations of the Company and its stockholders. All other issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the legal relations thus created between exhibits and schedules hereto shall be governed by, and construed in accordance with, the parties hereto laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal law of the State of New York shall control the interpretation and construction of this Agreement (and all schedules and exhibits hereto), even if, under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply. Each party agrees that any and all actions, claims, suits investigations or proceedings (including, without limitation, any dispute arising out of an investigation or related to this Agreement) shall be governed by partial proceeding, such as a deposition), whether commenced or threatened (each a “Proceeding”), concerning the interpretations, enforcement and construed under and in accordance with the internal laws defense of the State transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective Affiliates, employees or agents) may be commenced non-exclusively in the state and federal courts sitting in the City of New York without reference to its principles York, Borough of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court located in Manhattan (the State of “New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each Courts”). Each party hereto hereby irrevocably submits itself and its property to the non-exclusive jurisdiction of the foregoing courts New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of the any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City and thatCourt, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and or that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable Proceeding has been commenced in an appropriate federal court located in the State of New York in New York County improper or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputesinconvenient forum. Each party hereto (i) agrees that hereby irrevocably waives personal service of process may be made and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of any relevant document delivery) to such party at the address of the party set forth above, (ii) waives in effect for notices to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards any dispute between the parties hereto arising out of or related to under this Agreement and (iv) agrees that a judgment or order such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any court referred way any right to above serve process in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdictionmanner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. IF ANY PARTY SHALL COMMENCE A PROCEEDING TO ENFORCE ANY PROVISIONS OF A TRANSACTION DOCUMENT, THEN THE PREVAILING PARTY IN SUCH PROCEEDING SHALL BE REIMBURSED BY THE OTHER PARTY FOR ITS ATTORNEY’S FEES AND OTHER COSTS AND EXPENSES INCURRED WITH THE INVESTIGATION, PREPARATION AND PROSECUTION OF SUCH PROCEEDING.

Governing Law; Jurisdiction. This Agreement THIS INDENTURE AND EACH NOTE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE AND EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO ANY CONFLICTS OF LAWS PROVISIONS THEREOF THAT ARE INCONSISTENT WITH SUCH CHOICE OF NEW YORK LAW). The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal relations thus created between the parties hereto (includingaction, without limitationsuit or proceeding against it with respect to obligations, liabilities or any dispute other matter arising out of or related to in connection with this Agreement) shall Indenture or the Notes may be governed by and construed under and brought in accordance with the internal laws courts of the State of New York without reference to its principles or the courts of conflicts of laws. Any such dispute will be heard exclusively and determined before an appropriate federal court the United States located in the State Borough of Manhattan, New York in City, New York Countyand, oruntil amounts due and to become due in respect of the Notes have been paid, if not maintainable therein, then in an appropriate New York state court located in New York County, hereby irrevocably consents and each party hereto submits itself and its property to the non-exclusive jurisdiction of the foregoing courts each such court in personam, generally and unconditionally with respect to such disputesany action, suit or proceeding for itself in respect of its properties, assets and revenues. The parties hereto acknowledge Company irrevocably and agree that this Agreement was executed and delivered in the State of New Yorkunconditionally waives, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth above, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreementlaw, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in of any of the courts referred to above as regards any dispute between the parties hereto aforesaid actions, suits or proceedings arising out of or related to this Agreement and (iv) agrees that a judgment or order of any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it 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 not to plead or claim in any other jurisdictionsuch court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement The Deposit Agreement, the Amendment and the legal relations thus created between the parties hereto (including, without limitation, any dispute arising out of or related to this Agreement) ADRs as amended hereby shall be governed by and construed under and in accordance with the internal laws of the State of New York without reference to its principles of conflicts of lawsYork. Any such dispute will dispute, legal suit, action or proceeding arising out of or based upon the Deposit Agreement (as amended by the Amendment) or the transactions contemplated thereby shall be heard exclusively and determined before an appropriate federal court located in the State of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits itself and its property submitted to the exclusive jurisdiction of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State Courts of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is not, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy of any relevant document to the address of the party set forth above, (ii) The Company irrevocably waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. The Company has appointed Valeo Inc., 0000 Xxxxxxxxxx Xxxxx, Xxxxxx Xxxxx, Xxxxxxxx 00000, as its authorized agent (the courts referred to above as regards "Authorized Agent") upon which process may be served in any dispute between the parties hereto such action arising out of or related based on the Deposit Agreement (as amended hereby) or the transactions contemplated thereunder which may be instituted in any state or federal court in New York, New York by any party to this Agreement the Deposit Agreement, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company. If, for any reason, the Authorized Agent named above or its successor shall no longer serve as agent of the Company to receive service of process in New York, the Company shall promptly appoint a successor acceptable to the Depositary, so as to serve and will promptly advise the Depositary thereof. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (iv5) agrees that days after the same shall have been so mailed. Notwithstanding the foregoing, any action to enforce a judgment judgment, decision or order of any New York court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it instituted by the Depositary or any Holder in any competent court in The Republic of France. Notwithstanding anything to the courts contrary, a copy of any other jurisdictionpapers served in accordance with this Section 4.03 shall also be provided to the Company at the address set forth in Section 17 of the Deposit Agreement, as amended hereby.

Governing Law; Jurisdiction. (a) This Agreement and the legal relations thus created between the parties hereto (including, without limitation, any dispute arising out of or related to this Agreement) shall be governed by by, and construed under and in accordance with with, the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of Laws principles (except that the procedures of the Merger and matters relating to the fiduciary duties of the Board of Directors of the Company shall be subject to the internal laws of the State of New York without reference to its principles of conflicts of lawsLouisiana). Any such dispute will be heard exclusively and determined before an appropriate federal court located in the State of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto (b) All Actions arising out of or related relating to this Agreement, that Agreement or the internal laws of the State of New York do not govern this Agreement and the legal relations thus created between the parties hereto, then this Agreement and such legal relations Transactions shall be governed by heard and construed under and determined in accordance with the internal laws Court of Chancery of the State of Delaware without reference to its principles of conflicts of laws. In such a case(or, if the dispute is not, for any reason, maintainable in an appropriate federal court located in Court of Chancery of the State of New York in New York County Delaware declines to accept jurisdiction over any Action, any state or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located within the State of Delaware) (such courts, the “Delaware Courts”). The parties hereto hereby irrevocably (i) submit to the exclusive jurisdiction and venue of the Delaware Courts in any such Action, (ii) waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action brought in the Delaware Courts, (iii) agree to not contest the jurisdiction of the Delaware Courts in any such Action, by motion or otherwise and (iv) agree to not bring any Action arising out of or relating to this Agreement or the Transactions in any court other than the Delaware Courts, except for Actions brought to enforce the judgment of any such court. The consents to jurisdiction and venue set forth in this Section 8.07(b) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in New Castle County, and, in such case, each party hereto submits itself this paragraph and its property shall not be deemed to confer rights on any Person other than the exclusive jurisdiction of the foregoing courts with respect to such disputesparties hereto. Each party hereto (i) agrees that service of process may be made by mailing a copy of upon such party in any relevant document to the address of the party set forth above, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto Action arising out of or related to this Agreement, (iii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the laying of venue in the courts referred to above as regards any dispute between the parties hereto arising out of or related relating to this Agreement and (iv) agrees shall be effective if notice is given by Federal Express, UPS, DHL or similar courier service to the address set forth in Section 8.10 of this Agreement. The parties hereto agree that a final judgment or order of in any court referred to above in connection with any dispute between the parties hereto arising out of or related to this Agreement is such Action shall be conclusive and binding on it and may be enforced against it in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law; provided, however, that nothing in the courts of foregoing shall restrict any other jurisdictionparty’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment. 53 SECTION 8.08.

Governing Law; Jurisdiction. This Agreement and the legal relations thus created between the parties hereto (includingAll disputes, without limitation, any dispute claims or controversies arising out of or related relating to this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby (including, but not limited to, all contract and tort claims) shall be governed by and construed under and in accordance with the internal laws Laws of the State of New York Delaware without reference regard to its principles rules of conflicts conflict of laws. Any such dispute will be heard exclusively Each of the parties irrevocably submits and determined before an appropriate federal court located in the State of New York in New York County, or, if not maintainable therein, then in an appropriate New York state court located in New York County, and each party hereto submits itself and its property consents to the exclusive jurisdiction of the foregoing Delaware Court of Chancery, or, if the Delaware Court of Chancery does not have subject matter jurisdiction, the other state courts with respect to such disputes. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of New York, that IAC is headquartered in New York City and that, in the course of performing duties hereunder for the Company, Executive shall have multiple contacts with the business and operations of IAC and the Reporting Officer, as well as other businesses and operations in the State of New York, and that for those and other reasons this Agreement and the undertakings of the parties hereunder bear a reasonable relation to the State of New York. If an appropriate court determines, in connection with a dispute between the parties hereto arising out of or related to this Agreement, that the internal laws of the State of New York do not govern this Agreement and Delaware, or the legal relations thus created between the parties hereto, then this Agreement and United States District Court for any district within such legal relations shall be governed by and construed under and in accordance with the internal laws of the State of Delaware without reference to its principles of conflicts of laws. In such a case, if the dispute is notstate, for any reason, maintainable in an appropriate federal court located in the State of New York in New York County or an appropriate New York state court located in New York County, such dispute will be heard exclusively and determined before an appropriate Delaware state court located in New Castle County, or, if not maintainable therein, then in an appropriate federal court located in the State of Delaware in New Castle County, and, in such case, each party hereto submits itself and its property to the exclusive jurisdiction of the foregoing courts with respect to such disputes. Each party hereto (i) agrees that service of process may be made by mailing a copy purpose of any relevant document action or judgment relating to the address of the party set forth above, (ii) waives to the fullest extent permitted by law any objection which it may now or hereafter have to the courts referred to above on the grounds of inconvenient forum or otherwise as regards any dispute between the parties hereto arising out of this Agreement or related to this Agreement, (iii) waives to any of the fullest extent permitted by law any objection which it may now or hereafter have transactions contemplated hereby and to the laying of venue in such court. Each party irrevocably and unconditionally waives and agrees not to plead or claim any objection to the laying of venue of any such action brought in such courts referred and irrevocably and unconditionally waives any claim that any such action brought in any such court has been brought in an inconvenient forum. Each party consents to above as regards process being served in any dispute between such claim, suit, action or proceeding by overnight courier or mailing, certified mail, return receipt requested, a copy thereof to such party at the parties address of such party set forth on the applicable signature page hereto arising out of or related to this Agreement and (iv) agrees that a judgment such service shall constitute good and sufficient service of process and notice thereof; provided, nothing in this sentence shall affect or order of limit any court referred right to above serve process in connection with any dispute between the parties hereto arising out of or related to this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdictionmanner permitted by applicable Law. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY ACTION, PROCEEDING OR (COUNTER-) CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HEREBY ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING THE RIGHT TO DEMAND TRIAL BY JURY.