Common use of Governing Law; Jurisdiction Clause in Contracts

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the conflict of laws principles thereof. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it 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, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any 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 Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Jurisdiction. This Agreement shall and the legal relations among the parties hereto will be governed in all respects, including validity, interpretation and effect, by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and performed wholly therein, without reference giving effect to the any choice or conflict of laws principles thereofprovisions or rules that would cause the application of the laws of any other jurisdiction. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement Agreement, and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement Agreement, and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby 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 action or proceeding with respect to this Agreement, Agreement (a) any claim that it is not personally subject to the jurisdiction of the above-above named courts for any reasonreason other than the failure to serve in accordance with Section 7.3 and this Section 7.6, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirementslaw, any 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 Agreement, Agreement or the subject matter hereof, hereof may not be enforced in or by such courts. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 7.3 shall be deemed effective service of process on such party.

Governing Law; Jurisdiction. This Agreement shall and the legal relations among the parties hereto will be governed in all respects, including validity, interpretation and effect, by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and performed wholly therein, without reference giving effect to the any choice or conflict of laws principles thereofprovisions or rules that would cause the application of the laws of any other jurisdiction. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement Agreement, and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement Agreement, and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby 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 action or proceeding with respect to this Agreement, Agreement (a) any claim that it is not personally subject to the jurisdiction of the above-above named courts for any reasonreason other than the failure to serve in accordance with Section 8.6 and this Section 8.4, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirementslaw, any 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 Agreement, Agreement or the subject matter hereof, hereof may not be enforced in or by such courts. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 8.6 shall be deemed effective service of process on such party.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws Laws of the State of Delaware, without giving effect to any choice of Law or conflict of Law provision or rule (whether of the State of Delaware without reference or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Delaware. Each Party (a) irrevocably consents to the conflict of laws principles thereof. Each service of the parties hereto irrevocably agrees that summons and complaint and any legal other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with respect to this Agreement Section 2(e) or in such other manner as may be permitted by applicable Law, that such process may be served in the manner of giving notices in Section 2(h) and that nothing in this Section 2(e) shall affect the rights and obligations arising hereunder, or for recognition and enforcement right of any judgment Party to serve legal process in respect any other manner permitted by applicable Law, (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive general jurisdiction of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery of the State of Delaware (the “Chancery Court”) and any state appellate court therefrom located within the State of Delaware (or, only if the Delaware Chancery Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) in the event any dispute or controversy arises out of this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any Order in respect thereof, (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (d) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated hereby shall be brought, tried and determined only in the Chancery Court and any state appellate court therefrom located within the State of Delaware (or, only if the Chancery Court declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each , (e) waives any objection that it may now or hereafter have to the venue of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself in any such court or that such action or proceeding was brought in an inconvenient court and in respect of its propertyagrees not to plead or claim the same, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and (f) agrees that it will not bring any action or proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and Party agrees not to assert that a final Order in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) as provided above shall be conclusive and (c) to the fullest extent permitted by applicable legal requirements, any 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 Agreement, or the subject matter hereof, may not be enforced in other jurisdictions by suit on the Order or in any other manner provided by such courtsapplicable Law.

Governing Law; Jurisdiction. This The Agreement shall and all disputes arising out of or related to this agreement (whether in contract, tort or otherwise) will be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the conflict of laws principles thereofNew York. EACH OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties hereto (i) irrevocably agrees that submits to the personal jurisdiction of any legal state or federal court sitting in Wilmington, Delaware, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, in any suit, action or proceeding relating to or arising out of, under or in connection with respect to this Agreement and the rights and obligations arising hereunderAgreement, or for recognition and enforcement of any judgment (ii) agrees that all claims in respect of this Agreement and the rights and obligations such suit, action or proceeding, whether arising hereunder brought by the other party hereto under contract, tort or its successors or assignsotherwise, shall be brought brought, heard and determined exclusively in the Delaware Court of Chancery (provided that, in the event that subject matter jurisdiction is unavailable in that court, then all such claims shall be brought, heard and determined exclusively in any other state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any or federal court within the State of sitting in Wilmington, Delaware), (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court, and (iv) agrees not to bring any action or proceeding relating to or arising out of, under or in connection with this Agreement or the Company’s business or affairs in any other court, tribunal, forum or proceeding. Each of the parties hereto hereby irrevocably submits with regard waives any defense of inconvenient forum to the maintenance of any such action or proceeding for itself and brought 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 accordance with this Agreement in any court other than the aforesaid courtsparagraph. Each of the parties hereto hereby irrevocably waivesagrees that service of any process, and agrees not summons, notice or document by U.S. registered mail to assert its address set forth herein shall be effective service of process for any action, suit or proceeding brought against it in accordance with this paragraph, provided that nothing in the foregoing sentence shall affect the right of any party to serve legal process in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent other manner permitted by applicable legal requirements, any 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 Agreement, or the subject matter hereof, may not be enforced in or by such courtslaw.

Governing Law; Jurisdiction. This Agreement shall be governed by and governed, construed and enforced in accordance with the laws Laws of the State of Delaware without reference giving effect to the conflict principles of laws principles conflicts of law thereof. Each of the parties hereto irrevocably hereby agrees that any legal claim, suit, action or proceeding with respect other proceeding, directly or indirectly, arising out of, under or relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought heard and determined exclusively in the Delaware Chancery Court of Chancery and any state appellate court therefrom within the State of Delaware (orand each agrees that no such claim, if action, suit or other proceeding relating to this Agreement shall be brought by it or any of its affiliates except in such court), and the Delaware Court parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of Chancery declines any such court in any such claim, suit, action or other proceeding and irrevocably and unconditionally waive the defense of an inconvenient forum to accept jurisdiction over a particular matterthe maintenance of any such claim, any federal court within the State of Delaware)suit, action or other proceeding. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its propertyfurther agrees that, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it 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, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirementsLaw, service of any claim process, summons, notice or document by U.S. registered mail to such Person’s respective address set forth in Section 8.4 shall be effective service of process for any claim, action, suit or other proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. The parties hereto hereby agree that (i) the a final, non-appealable judgment in any such claim, suit, action or other proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsapplicable Law.

Governing Law; Jurisdiction. This Agreement shall be deemed to be made in and in all respects shall be governed by by, interpreted and construed and enforced in accordance with the laws of the State of Delaware Delaware, without reference giving effect to the 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 principles thereofof any jurisdiction other than the State of Delaware. Each In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery or (and any state appellate only if) such court therefrom within finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (or, Complex Commercial Division) provided that if the subject matter over the matter is the subject of the action or proceeding is vested exclusively in the United States federal courts, such action or proceeding shall be heard in the United States District Court for the District of Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within (the State of Delaware“Chosen Courts”). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts Chosen Courts and agrees that it will shall not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courtsChosen Courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reasonChosen Courts, (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 notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable legal requirementsLaw, any claim that (i) the suit, action or proceeding Action in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party hereto irrevocably consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 8.4 in the manner provided for notices in Section 8.7. Nothing in this Agreement shall affect the right of any party hereto to serve process in any other manner permitted by applicable Law.

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 relating to this Agreement or the negotiation, execution or performance of this Agreement shall be governed by and construed and enforced in accordance with the Laws of the State of Delaware, without respect to its applicable principles of conflicts of laws that might require the application of the laws of another jurisdiction. Each of the Parties hereby irrevocably and unconditionally (i) submits, for itself and its property, to the exclusive jurisdiction and venue of the state courts of the State of Delaware without reference to the conflict in any action arising out of laws principles thereof. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect relating to this Agreement and Agreement, including the rights and obligations arising hereundernegotiation, execution or for recognition and enforcement of any judgment in respect performance of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, agrees that all claims in respect of any such action shall be brought heard and determined exclusively in the Delaware Court of Chancery Chancery, and if such court does not have subject matter jurisdiction thereof, any state appellate other court therefrom within of the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, or any federal court within sitting in the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally(ii) waives, to the personal jurisdiction fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of the aforesaid courts and agrees that it will not bring venue of any action arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement in any court other than the aforesaid courts. Each such court, including any objection based on its place of the parties hereto hereby irrevocably incorporation or domicile, (iii) waives, and agrees not to assert in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirementslaw, the defense of an inconvenient forum to the maintenance of such action in any claim that (i) the suit, action or proceeding in such court is brought and (iv) agrees that a final judgment in an inconvenient forum, (ii) the venue of any such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtslaw. Each of the Parties consents and agrees that service of process, summons, notice or document for any action permitted hereunder may be delivered by registered mail or electronic mail addressed as set forth on the signature pages hereto or in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. This Agreement shall be governed by by, and construed and enforced in accordance with with, the internal laws of the State of Delaware without reference regard to the conflict choice of laws law principles thereof. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect submits to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement exclusive jurisdiction of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Chancery Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Chancery Court of Chancery declines to accept jurisdiction over a particular mattershall be unavailable, then any federal court within of the United States of America sitting in the State of Delaware)) for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, consents to the personal jurisdiction of the aforesaid courts and agrees that it 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, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from in any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any 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 and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or (iii) this Agreementproceeding 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. If any party hereto shall commence an action or proceeding to enforce any provisions of the subject matter hereofTransaction Documents, may not then, the prevailing party in such action or proceeding shall be enforced in reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or by such courtsproceeding.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware applicable to contracts made and wholly-performed within such state, without reference regard to the conflict any applicable conflicts of laws principles thereoflaw principles. Each of the parties hereto hereby irrevocably agrees that and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery, or, if (and only if) such court lacks subject matter jurisdiction, any legal Federal court of the United States of America sitting in the State of Delaware, and the respective appellate courts from the foregoing (all of the foregoing, collectively, the “Delaware Courts”), in any action or proceeding with respect arising out of or relating to this Agreement and or the rights and obligations arising hereunder, agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition and or enforcement of any judgment in respect of this Agreement relating thereto, and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each each of the parties hereto hereby irrevocably submits with regard and unconditionally (i) agrees not to commence any such action or proceeding for itself and except in the applicable Delaware Court, (ii) agrees that any claim in respect of its propertyany such action or proceeding may be heard and determined in the applicable Delaware Court, generally and unconditionally(iii) waives, to the personal jurisdiction of the aforesaid courts fullest extent it may legally and agrees effectively do so, any objection that it will not bring may now or hereafter have to the laying of venue of 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 such action or proceeding with respect to this Agreementin the applicable Delaware Court, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (civ) waives, to the fullest extent permitted by applicable legal requirementsApplicable Law, any claim that (i) the suit, defense of an inconvenient forum to the maintenance of such action or proceeding in the applicable Delaware Court. Each of the parties agrees that a final judgment in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsApplicable Law. Each party irrevocably consents to service of process in the manner provided for by Applicable Law. Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by Applicable Law.

Governing Law; Jurisdiction. This Agreement shall and the legal relations among the parties hereto will be governed in all respects, including validity, interpretation and effect, by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and performed wholly therein, without reference giving effect to the any choice or conflict of laws principles thereofprovisions or rules that would cause the application of the laws of any other jurisdiction. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement Agreement, and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement Agreement, and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby 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 action or proceeding with respect to this Agreement, Agreement (a) any claim that it is not personally subject to the jurisdiction of the above-above named courts for any reasonreason other than the failure to serve in accordance with Section 7.3 and this Section 7.7, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirementslaw, any 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 Agreement, Agreement or the subject matter hereof, hereof may not be enforced in or by such courts. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 7.3 shall be deemed effective service of process on such party.

Governing Law; Jurisdiction. This Agreement shall will be governed by and construed and enforced in accordance with the laws of the State of Delaware New York, without reference regard to the conflict of laws law principles thereof. Each of the parties hereto Parties irrevocably agrees that any legal action Proceeding arising out of or proceeding with respect relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the any other party hereto or its successors or assigns, assigns shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate federal court therefrom within the State of Delaware (or, if such court does not have subject matter jurisdiction, state court) sitting in the Delaware Court City and County of Chancery declines to accept jurisdiction over a particular matterNew York, any federal court within the State of Delaware). Each and each of the parties hereto Parties hereby irrevocably submits with regard to any such action or proceeding the exclusive jurisdiction of the aforesaid courts for itself and in with respect of to its property, generally and unconditionally, with regard to the personal jurisdiction any such Proceeding arising out of the aforesaid courts and agrees that it will not bring any action or relating to this Agreement in any court other than and the aforesaid courtstransactions contemplated hereby. Each of the parties hereto Parties agrees not to commence any Action relating thereto except in the courts described above in the City and County of New York, other than Actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court. Each of the Parties further agrees that notice as provided herein shall constitute sufficient service of process and the Parties further waive any argument that such service is insufficient. Each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding with respect arising out of or relating to this AgreementAgreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts described herein for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and or (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding Action in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. The Parties acknowledge and agree that the transactions contemplated by this Agreement are not transactions pursuant to which Buyer shall have any obligations under the Transfer of Undertakings (Protection of Employment) Regulations 2006.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the conflict of laws principles thereof. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunderof the parties hereunder shall be governed by, and construed and interpreted in accordance with, the law of the State of New York and the laws of the United States applicable therein (excluding any conflict of laws rule or principle which might refer such construction to the laws of another jurisdiction). The Borrower hereby irrevocably and unconditionally (a) submits for itself and its property in any legal action or proceeding relating to this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court courts of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each New York or of the parties hereto hereby irrevocably submits with regard to United States for the Southern District of New York, and any appellate court from any thereof, in each case which are located in the Borough of Manhattan in the county of New York; (b) consents that any such action or proceeding for itself may be brought in such courts and in respect of its property, generally and unconditionally, waives any objection that it may now or hereafter have to the personal jurisdiction venue of the aforesaid courts and agrees that it will not bring any such action relating to this Agreement or proceeding in any such court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, or that such action or proceeding was brought in an inconvenient court and agrees not to assert plead or claim the same; (c) agrees that service of process in any such action or proceeding may be effected in accordance with respect to this Agreementthe local rules of civil procedure or by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), (a) any claim that it is not personally subject postage prepaid, to the jurisdiction Borrower at its address set forth in Section 12.2 of the above-named courts for any reason, Restated Credit Agreement or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (bd) any claim agrees 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 nothing herein shall affect the right to effect service of notice, attachment prior to judgment, attachment process in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent any other manner permitted by applicable legal requirements, law or shall limit the right to sxx in any 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 Agreement, or the subject matter hereof, may not be enforced in or by such courtsother jurisdiction.

Governing Law; Jurisdiction. This The Agreement shall and all disputes arising out of or related to this agreement (whether in contract, tort or otherwise) will be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the conflict of laws principles thereofDelaware. EACH OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. Each of the parties hereto (i) irrevocably agrees that submits to the personal jurisdiction of any legal state or federal court sitting in Wilmington, Delaware, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, in any suit, action or proceeding relating to or arising out of, under or in connection with respect to this Agreement and the rights and obligations arising hereunderAgreement, or for recognition and enforcement of any judgment (ii) agrees that all claims in respect of this Agreement and the rights and obligations such suit, action or proceeding, whether arising hereunder brought by the other party hereto under contract, tort or its successors or assignsotherwise, shall be brought brought, heard and determined exclusively in the Delaware Court of Chancery (provided that, in the event that subject matter jurisdiction is unavailable in that court, then all such claims shall be brought, heard and determined exclusively in any other state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any or federal court within the State of sitting in Wilmington, Delaware), (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court, and (iv) agrees not to bring any action or proceeding relating to or arising out of, under or in connection with this Agreement or the Company’s business or affairs in any other court, tribunal, forum or proceeding. Each of the parties hereto hereby irrevocably submits with regard waives any defense of inconvenient forum to the maintenance of any such action or proceeding for itself and brought 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 accordance with this Agreement in any court other than the aforesaid courtsparagraph. Each of the parties hereto hereby irrevocably waivesagrees that service of any process, and agrees not summons, notice or document by U.S. registered mail to assert its address set forth herein shall be effective service of process for any action, suit or proceeding brought against it in accordance with this paragraph, provided that nothing in the foregoing sentence shall affect the right of any party to serve legal process in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent other manner permitted by applicable legal requirements, any 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 Agreement, or the subject matter hereof, may not be enforced in or by such courtslaw.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement or the Merger, shall be governed by and construed and enforced in accordance with the laws of the State of Delaware Delaware, without reference giving effect to the any choice or conflict of laws principles thereof. Each law provision or rule (whether of the parties State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each of the Parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement or the Merger, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party Party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties Parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will shall not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties Parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reasoncourts, (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 notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable legal requirementsLaw, any claim that (i) the suit, action or proceeding Action in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each Party hereto irrevocably consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 9.4 in the manner provided for notices in Section 9.7. Nothing in this Agreement shall affect the right of any Party hereto to serve process in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. This Agreement shall be governed by by, and construed and enforced in accordance with with, the laws Laws of the State of Delaware without reference applicable to the conflict of laws principles thereof. Each of the parties hereto irrevocably agrees contracts executed in and to be performed in that any legal action or proceeding State (other than with respect to the effects of the Merger which shall be governed by the laws of the Cayman Islands). All legal actions and proceedings arising out of or relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought heard and determined exclusively in any Delaware Chancery Court; provided, however, that if jurisdiction is not then available in the Delaware Court of Chancery and Court, then any state appellate such legal Action may be brought in any federal court therefrom within located in the State of Delaware or any other Delaware state court. The Parties hereby (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto hereby a) irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, submit to the personal exclusive jurisdiction of the aforesaid courts for themselves and agrees that it will not bring with respect to their respective properties for the purpose of any action Action arising out of or relating to this Agreement brought by any Party and (b) agree not to commence any Action relating thereto except in the courts described above in Delaware, other than Actions in any court other than the aforesaid courtsof competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each Party further agrees that notice as provided herein shall constitute sufficient service of process and the parties hereto Parties further waive any argument that such service is insufficient. Each Party hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any action Action arising out of or proceeding with respect relating to this AgreementAgreement or the Transactions, (ai) any claim that it is not personally subject to the jurisdiction of the above-named courts in Delaware as described herein for any reason, (bii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding Action in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware New York without reference giving effect to the conflict principles of laws principles thereofconflicts of law. Each of the parties hereto irrevocably agrees that any Any legal suit, action or proceeding with arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America or the state courts of New York State located in New York, New York (collectively, the “Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such Specified Courts of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum. With respect to this Agreement and the rights and obligations arising hereunderany Related Proceeding, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other each party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it 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, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirementslaw, all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts or any claim that (i) the suit, action or proceeding in such other court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courtscompetent jurisdiction.

Governing Law; Jurisdiction. This Agreement (and all claims, controversies or causes of action, whether in contract, tort or otherwise, that may be based upon, arise out of or relate to this Agreement or the negotiation, execution, termination, performance or nonperformance of this Agreement (including any claim, controversy or cause of action based upon, arising out of or relating 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, and construed and enforced in accordance with with, the laws of the State of Delaware Delaware, without reference regard to the 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 principles thereofof any jurisdiction other than the State of Delaware. Each of the parties hereto irrevocably agrees that any legal action all proceedings arising out of or proceeding with respect relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, assigns shall be brought brought, heard and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal or state court within sitting in Delaware. Consistent with the State of Delaware). Each preceding sentence, each of the parties hereto hereby irrevocably (a) submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal exclusive jurisdiction of any federal or state court sitting in Delaware for the aforesaid courts and agrees that it will not bring purpose of any action proceeding arising out of or relating to this Agreement in or the rights and obligations arising hereunder brought by any court other than the aforesaid courts. Each of the parties party hereto hereby and (b) irrevocably waives, and agrees not to assert by way of motion, defense, counterclaim, or otherwise, in any action or proceeding with respect to this Agreementsuch proceeding, (a) any claim that it or its property is not subject personally subject to the jurisdiction of the above-named courts for any reasoncourts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) that the venue of such suit, action or the proceeding is improper improper, or (iii) that this Agreement, the Share Distribution or any of the subject matter hereof, other transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts. Each party agrees that service of process upon such courtsparty in any such action or proceeding shall be effective if notice is given in accordance with Section 4.03.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware Delaware, without reference regard to the conflict of laws law principles thereof. Each All Actions arising out of the parties hereto irrevocably agrees that any legal action or proceeding with respect relating to this Agreement shall be heard and the rights and obligations determined exclusively All Actions arising hereunder, out of or for recognition and enforcement of any judgment in respect of relating to this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought heard and determined exclusively in the Delaware Chancery Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Chancery Court of Chancery the State of Delaware declines to accept jurisdiction over a particular matter, any U.S. state or federal court within located in the State of DelawareDelaware (or in any appellate court thereof) (the “Specified Courts”). Each of the parties party hereto hereby irrevocably (i) submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal exclusive jurisdiction of any Specified Court for the aforesaid courts and agrees that it will not bring purpose of any action Action arising out of or relating to this Agreement in brought by any court other than the aforesaid courts. Each of the parties party hereto hereby and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any action or proceeding with respect to this Agreementsuch Action, (a) any claim that it is not subject personally subject to the jurisdiction of the above-named courts for any reasoncourts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court attachment or from any legal process commenced in such courts (whether through service of noticeexecution, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to that the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in such court Action is brought in an inconvenient forum, (ii) that the venue of such suit, action or proceeding the Action is improper or (iii) this Agreementimproper, or that this Agreement or the subject matter hereof, transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Xxx. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such courtsprocess to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware Delaware, without reference regard to the conflict principles of laws principles thereofconflicts of law. Each The Investor hereby (i) waives all rights to trial by jury in any action, suit or proceeding brought to resolve any dispute between or among any of the parties hereto (whether arising in contract, tort or otherwise) arising out of, connected with, related or incidental to this Agreement, the transactions contemplated hereby or the relationships established among the parties hereunder; (ii) acknowledges and irrevocably agrees that any legal action all actions, proceedings, disputes, matters or proceeding with respect claims related to or arising from this Agreement shall be heard and determined strictly in accordance with the rights terms and obligations arising hereunder, or procedures set forth in Exhibit A as the sole and exclusive procedure for recognition and enforcement the resolution of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto such action, proceeding, dispute matter or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware claim; (or, if the Delaware Court of Chancery declines iii) further agrees not to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating action, proceeding, dispute matter or claim related to or arising from this Agreement in any court, forum, venue, tribunal or jurisdiction except for such court, forum, venue, tribunal or jurisdiction explicitly provided for in Exhibit A; (iv) no Investor will bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against the other party that has initiated in court other than the aforesaid courts. Each a putative class action or that is a member of a putative class that has not opted out of the parties hereto hereby irrevocably waives, and agrees not to assert in any action or proceeding class with respect to this Agreementany claims encompassed by the putative class action until (1) the class certification is denied, (a2) any claim that it the class is decertified or (3) the other party is excluded from the class by the court. Any forbearance to enforce an agreement to arbitrate will not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction constitute a waiver of any such court rights under this Agreement except if stated herein; and (v) agrees that a final judgment in any proceeding so brought in accordance with the terms and procedures set forth in Exhibit A shall be conclusive and may be enforced by suit on the judgment or from in any other manner provided by law or at equity. Nothing in this Section 6, however, shall affect the right of any party to serve legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment any other manner permitted by law or at equity. The Investor agrees that a final judgment in aid of execution of judgment, execution of any proceeding so brought shall be conclusive and may be enforced by suit on the judgment or otherwise) and (c) to the fullest extent permitted in any other manner provided by applicable legal requirements, any claim that (i) the suit, action law 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 Agreement, or the subject matter hereof, may not be enforced in or by such courtsat equity.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced interpreted in accordance with plain meaning of its terms and under the laws of the State of Delaware without reference California. Any controversy between the Company and Stockholder arising out of or relating to the conflict of laws principles thereof. Each any of the parties hereto irrevocably terms, provisions or conditions of this Agreement shall be submitted to arbitration in accordance with the American Arbitration Association’s National Arbitration Rules for the Resolution of Employment Disputes. On the written request of either party for arbitration of such a claim pursuant to this paragraph, the Company and Stockholder shall both be deemed to have waived the right to litigate the claim in any federal or state court. To the extent that any claim or controversy arising out of this Agreement cannot be submitted to arbitration as set forth above, each party hereby agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereundersuit, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it 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, (aand any transactions relating hereto, may be brought in the State of California, County of San Francisco, and each of the parties hereby irrevocably consents and submits to the jurisdiction of such Court(s) for the purpose of any such suit, action or proceeding. Each of the parties hereby waives and agrees not to assert, by way of motion, as a defense or otherwise, in any such suit, action or proceeding; any claim that it (he) is not personally subject to the jurisdiction of the above-named courts for any reasonCourt(s); and, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirementslaw, any claim that (i) the such suit, action or proceeding in such court is brought in an inconvenient forum, (ii) forum or that the venue of such suit, action or proceeding is improper or (iii) that this Agreement, Agreement or the subject matter hereof, any replacements hereof or thereof may not be enforced in or by such courtsCourt(s). The Company shall pay any and all costs associated with arbitration or court adjudication.

Governing Law; Jurisdiction. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the rights of Member and transactions contemplated hereby shall be governed by by, and construed and enforced in accordance with with, the internal laws of the State of Delaware Delaware, without reference regard to the conflict laws of any other jurisdiction that might be applied because of the conflicts of laws principles thereof. Each of the parties hereto State of Delaware. Member hereby irrevocably consents and agrees that any legal action action, suit or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively only in the Delaware exclusive jurisdiction of the Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each , the courts of the parties hereto United States of America for the District of Delaware, and appellate courts thereof, and each Party hereby irrevocably submits consents to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding for itself and in respect arising out of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action or relating to this Agreement in any court other than and the aforesaid courtstransactions contemplated hereby. Each Member further agrees that notice as provided herein shall constitute sufficient service of process and the parties hereto further waive any argument that such service is insufficient. Member hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding with respect arising out of or relating to this AgreementAgreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts in Delaware as described herein for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. MEMBER, FOR ITSELF AND ON BEHALF OF ITS AFFILIATES, HEREBY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY ACTION, LAWSUIT, OR PROCEEDING, WHETHER IN CONTRACT OR IN TORT, RELATING TO ANY DISPUTE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION DESCRIBED IN THIS AGREEMENT OR TO ANY DISPUTE BETWEEN THE PARTIES (INCLUDING DISPUTES WHICH ALSO INVOLVE OTHER PERSONS).

Governing Law; Jurisdiction. This Agreement letter agreement and the schedules hereto shall be governed by and construed and enforced in accordance with the laws of the State of Delaware New York, without reference regard to any applicable conflicts of law principles that would cause the conflict application of the laws principles thereofof any other jurisdiction. All actions arising out of or relating to this letter agreement shall be heard and 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 respect of its property, generally and unconditionally, to the 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 out of or relating to this letter agreement brought by any party hereto and (b) irrevocably waives, and agrees that not to assert, by way of motion, as a defense, counterclaim or otherwise, in any legal action or proceeding with respect to this Agreement letter agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement letter agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it 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, (ai) any claim that it is not personally subject to the jurisdiction of the above-named aforesaid courts for any reasonreason other than the failure to serve process in accordance with this Section 8, (bii) 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 (ciii) to the fullest extent permitted by applicable legal requirementsLaw, any claim that (iA) the suit, action or proceeding in such court is brought in an inconvenient forum, (iiB) the venue of such suit, action or proceeding is improper or (iiiC) this Agreementletter agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action in the manner provided herein or in such other manner as may be permitted by applicable Laws, will be valid and sufficient service thereof.

Governing Law; Jurisdiction. This Agreement shall be governed by by, and construed and enforced interpreted in accordance with with, the laws of the State of Delaware Delaware, without reference regard to the conflict of laws law principles thereof. Each thereof that would call for the application of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement laws of any judgment in respect other jurisdiction (except to the extent that mandatory provisions of this Agreement and the rights and obligations arising hereunder brought by the other party hereto federal or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delawarelaw govern). Each of the parties Parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself agrees that this Agreement involves at least U.S. $100,000.00 and that this Agreement has been entered into in respect of its property, generally and unconditionally, to the personal jurisdiction express reliance upon 6 Del. C. § 2708. Each of the aforesaid courts Parties hereto irrevocably and unconditionally confirms and agrees that it will not bring any action relating is and shall continue 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, be (ai) any claim that it is not personally subject to the jurisdiction of the above-named courts for of the State of Delaware and of the federal courts sitting in the State of Delaware, and (ii) subject to service of process in the State of Delaware. The Parties agree that any reasonsuit, (b) action or proceeding seeking to enforce any claim that it provision of, or its property is exempt based on any matter arising out of or immune from in connection with, this Agreement or the matters contemplated hereby shall be brought in any federal or state court located in the State of Delaware, and each of the Parties hereby irrevocably consents to the exclusive jurisdiction of any such court or from any legal process commenced in such courts (whether through service and of noticethe appropriate appellate courts therefrom) in any such suit, attachment prior to judgmentaction or proceeding and irrevocably waives, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirementslaw, any claim objection that (i) it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of or that any such suit, action or proceeding is improper brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or (iii) this Agreementproceeding may be served on any Party anywhere in the world, whether within or without the subject matter hereofjurisdiction of any such court. Without limiting the foregoing, may not each Party agrees that, to the fullest extent permitted by law, service of process on such Party as provided in Section 3.4 shall be enforced in or by deemed effective service of process on such courtsParty.

Governing Law; Jurisdiction. This Agreement Any dispute, disagreement, conflict of interpretation or claim arising out of or relating to this Agreement, or its enforcement, shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference New York. Buyer and Seller hereby irrevocably and unconditionally submit for themselves and their property, to the conflict nonexclusive jurisdiction of laws principles Federal and State courts of the State of New York and any appellate court thereof, in any action or 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 agree that all claims in respect of any such action or proceeding may be heard and determined in New York, or, to the extent permitted by law, in such Federal court. Each of the parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto irrevocably agrees that and unconditionally waives, to the fullest extent it may legally and effectively do so, any legal objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, out of or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courtsreferred to above. Each of the parties hereto hereby irrevocably waives, and agrees not to assert in any the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding with respect in any such court. Each party to this Agreement, (a) any claim that it is not personally subject Agreement irrevocably consents to service of process in the jurisdiction of manner provided for notices below. Nothing in this Agreement will affect the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction right of any such court or from party to this Agreement to serve process in any legal process commenced in such courts (whether through service of noticeother manner permitted by law. Each party hereto hereby waives, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirementslaw, any claim that 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 (i) the suitwhether based on contract, tort or any other theory). If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses including but not limited to court costs incurred with the investigation, preparation and prosecution of such action or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courtsproceeding.

Governing Law; Jurisdiction. This Letter Agreement and all actions, proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or relating to this Letter Agreement or the negotiation, execution or performance of this Letter Agreement (including, without limitation, any actions, proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or relating to any representation or warranty made in or in connection with this Letter Agreement) shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware Delaware, without reference giving effect to the any choice or conflict of laws principles thereof. Each law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than the State of Delaware. The parties hereto irrevocably agrees agree that all Legal Proceedings (whether in contract or tort) seeking to enforce any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunderprovision of, or for recognition and enforcement based on any matter arising out of any judgment in respect of or relating to, this Letter Agreement and or the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, transactions contemplated hereby shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular mattersuch court shall not have jurisdiction, any federal court within sitting in Delaware, so long as one of such courts shall have subject matter jurisdiction over such action, and that any such action arising out of this Letter Agreement shall be deemed to have arisen from a transaction of business in the State of Delaware). Each , and each of the parties hereto hereby irrevocably submits with regard consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement 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, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirementsLaw, any claim objection that (i) it may now or hereafter have to the suit, laying of the venue of any such action or proceeding in any such court is or that any such action brought in any such court has been brought in an inconvenient forum. Process in any such action may be served on any party anywhere in the world, (ii) whether within or without the venue jurisdiction of any such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courtscourt.

Governing Law; Jurisdiction. This Agreement Agreement, and any Legal Proceeding arising out of, relating to, or in connection with this Agreement, shall be governed by by, and construed and enforced in accordance with with, the Law of the State of Delaware, regardless of the Law that might otherwise govern under applicable principles of conflicts of laws thereof. In any Legal Proceeding between any of the parties arising out of or relating to this Agreement or any of the Transactions each of the parties (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware without reference to or, if (and only if) the conflict of laws principles thereof. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within of the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware (Complex Commercial Division) or, if (and only if) the Delaware Superior Court of Chancery the State of Delaware (Complex Commercial Division) declines to accept jurisdiction over a particular matter, any federal court within sitting in the State of Delaware). Each , and any appellate courts therefrom, (ii) irrevocably waives any objection that it may now or hereafter have to the venue of the parties hereto hereby irrevocably submits with regard to any such action action, dispute or proceeding for itself controversy in any such court or that such Legal Proceeding was brought in an inconvenient court and in respect of its propertyagrees not to plead or claim the same, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and (iii) agrees that it will shall not bring any action Legal Proceeding relating to this Agreement or the Transactions in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not (iv) irrevocably consents to assert in any action or proceeding with respect to this Agreementservice of process by first class certified mail, (a) any claim that it is not personally subject return receipt requested, postage prepaid, to the jurisdiction of the above-named courts for address at which such party is to receive notice in accordance with Section 6.13, in addition to any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal other method to serve process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any 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 Agreement, or the subject matter hereof, may not be enforced in or by such courtsLaw.

Governing Law; Jurisdiction. This Except to the extent specifically required by the North Carolina Business Corporation Act, this Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. The parties declare that it is their intention that this Agreement be regarded as made under the laws of the State of Delaware without reference and that the laws of the State of Delaware be applied in interpreting its provisions in all cases where interpretation shall be required, except to the conflict extent the North Carolina Business Corporation Act is specifically required by such act to govern the interpretation of laws principles thereofthis Agreement. Each The parties agree that irreparable damage would occur in the event that any of the parties hereto irrevocably agrees that any legal action or proceeding with respect to provisions of this Agreement and were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the rights and obligations arising hereunder, parties shall be entitled to an injunction or for recognition and enforcement of any judgment in respect injunctions to prevent breaches of this Agreement and to enforce specifically the rights terms and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively provisions of this Agreement in the Delaware Court of Chancery and any state appellate Federal court therefrom within located in the State of Delaware (or, if or in the Delaware Chancery Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware), this being in addition to any other remedy to which they are entitled at law or in equity. Each In addition, each of the parties hereto hereby irrevocably submits with regard (a) consents to any such action or proceeding for submit itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of any Federal court located in the aforesaid courts State of Delaware or Chancery Court of the State of Delaware in the event any dispute arises out of this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue in Delaware of any action, suit or proceeding arising out of this Agreement, (d) agrees that it will not bring any action relating to this Agreement in any court other than any Federal court sitting in the aforesaid courtsState of Delaware or Chancery Court of the State of Delaware, (e) waives any right to trial by jury with respect to any action related to or arising out of this Agreement, and (f) agrees that this Agreement involves at least $100,000 and has been entered into by the parties in express reliance upon 6 Del. C. § 2708. Each Without limiting the agreement of the parties hereto hereby irrevocably waivesset forth in this Paragraph H, in the event that any dispute arising under this Agreement is subject to, or adjudicated by, the courts of the State of North Carolina, the parties agree that any such dispute will be adjudicated by the North Carolina Business Court (with any references in this Paragraph H to Delaware courts being deemed to be references to North Carolina courts and agrees not to assert any references in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject Paragraph H to the jurisdiction Chancery Court of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction State of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior Delaware being deemed to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) be references to the fullest extent permitted by applicable legal requirements, any 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 Agreement, or the subject matter hereof, may not be enforced in or by such courtsNorth Carolina Business Court).

Governing Law; Jurisdiction. This Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of Delaware without reference applicable to the conflict contracts executed in and to be performed in that State. All actions and proceedings arising out of laws principles thereof. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect relating to this Voting Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought heard and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any or federal court within the State of in Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the parties party hereto hereby irrevocably waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Voting Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reasonreason other than the failure to serve process in accordance with this Voting Agreement, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) ), and (c) to the fullest extent permitted by applicable legal requirementslaw, any claim that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) that the venue of such suit, action or proceeding is improper improper, or (iii) that this Voting Agreement, or the subject matter hereofhereof or thereof, may not be enforced in or by such courtscourts 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 Delaware and of the United States of America.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof (each, an “Action”), shall be governed by and construed and enforced in accordance with the 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 without reference or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. The Parties irrevocably submit to the conflict exclusive jurisdiction of laws principles thereof. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in (a) the Delaware Court of Chancery Chancery, and (b) any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), for the purposes of any Action (and each agrees that no such Action shall be brought by it except in such courts). Each of the parties hereto hereby The Parties irrevocably submits with regard and unconditionally waive (and agree not to plead or claim) any such action or proceeding for itself and in respect of its property, generally and unconditionally, objection to the personal jurisdiction laying of the aforesaid courts and agrees that it 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, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction venue of any such court or from any legal process commenced Action in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suitDelaware Court of Chancery, action or proceeding (ii) any state appellate court within the State of Delaware (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) or that any such Action brought in any such court is has been brought in an inconvenient forum, (ii) . Each of the venue of Parties also agrees that any final and non-appealable judgment against a Party in connection with any Action shall be conclusive and binding on such suit, action Party and that such award or proceeding is improper or (iii) this Agreement, or the subject matter hereof, judgment may not be enforced in any court of competent jurisdiction, either within or by outside of the United States. A certified or exemplified copy of such courtsaward or judgment shall be conclusive evidence of the fact and amount of such award or judgment.

Governing Law; Jurisdiction. This Agreement letter agreement, and any Legal Proceeding arising out of, relating to, or in connection with this letter agreement, shall be governed by by, and construed and enforced in accordance with with, the Law of the State of Delaware, regardless of the Law that might otherwise govern under applicable principles of conflicts of laws thereof. In any Legal Proceeding arising out of or relating to this letter agreement or any of the transactions contemplated hereby, each of the parties hereto (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware without reference to or, if (and only if) the conflict of laws principles thereof. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within of the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware (Complex Commercial Division) or, if (and only if) the Delaware Superior Court of Chancery the State of Delaware (Complex Commercial Division) declines to accept jurisdiction over a particular matter, any federal court within sitting in the State of Delaware). Each , and any appellate courts therefrom, (b) irrevocably waives any objection that it may now or hereafter have to the venue of the parties hereto hereby irrevocably submits with regard to any such action action, dispute or proceeding for itself controversy in any such court or that such Legal Proceeding was brought in an inconvenient court and in respect of its propertyagrees not to plead or claim the same, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and (c) agrees that it will shall not bring any action Legal Proceeding relating to this Agreement letter agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not (d) irrevocably consents to assert in any action or proceeding with respect to this Agreementservice of process by first class certified mail, (a) any claim that it is not personally subject return receipt requested, postage prepaid, to the jurisdiction of the above-named courts for address at which such party is to receive notice in accordance with Section 16, in addition to any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal other method to serve process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any 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 Agreement, or the subject matter hereof, may not be enforced in or by such courtsLaw.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the conflict of laws principles thereof. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it 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, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any 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 Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any dispute.

Governing Law; Jurisdiction. This Voting Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof, except to the conflict extent of laws principles thereof. Each any mandatory application of the parties hereto irrevocably agrees that any legal action or proceeding Delaware General Corporation Law with respect to this Agreement the Proxies. Each party hereby (i) irrevocably and unconditionally submits to the rights and obligations arising hereunder, or for recognition and enforcement exclusive jurisdiction of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery Chancery, with respect to all actions and any state appellate court therefrom within proceedings arising out of or relating to this Voting Agreement and the State of Delaware transaction contemplated hereby, (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits ii) agrees that all claims with regard respect to any such action or proceeding for itself shall be heard and determined in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid such courts and agrees that it will not bring any to commence an action or proceeding relating to this Voting Agreement or the transactions contemplated hereby except in such courts, (iii) consents to service of process upon him, her or it by mailing or delivering such service to the address set forth in Section 11(b) hereof, and (iv) agrees that a final judgment in any court such action or proceeding shall be conclusive and may be enforced in other than jurisdictions by suit on the aforesaid courtsjudgment or in any other manner provided by law. Each of the parties hereto party hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Voting Agreement, (aA) the defense of sovereign immunity, (B) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reasonreason other than the failure to serve process in accordance with this Section 11(g), (bC) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in any such courts court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) ), and, to the fullest extent permitted by applicable legal requirementsLaw, any claim that (i1) the suit, action or proceeding in any such court is brought in an inconvenient forumimproper, (ii2) the venue of such suit, action or proceeding is improper or and (iii3) this Voting Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Jurisdiction. This Agreement, and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the conflict of laws principles thereofthereof that would result in the application of the law of another jurisdiction. Each of the parties Party hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party Other Party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties Party hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the parties Party hereto hereby irrevocably waives, and agrees not to assert in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any 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 Agreement, or the subject matter hereof, may not be enforced in or by such courts. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

Governing Law; Jurisdiction. This Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of Delaware without reference to the conflict Delaware. All legal actions and proceedings arising out of laws principles thereof. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought heard and determined exclusively in any Delaware Chancery Court; provided, however, that if jurisdiction is not then available in the Delaware Court of Chancery and Court, then any state appellate such legal Action may be brought in any federal court therefrom within located in the State of Delaware or any other Delaware state court. The Parties hereby (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto hereby a) irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, submit to the personal exclusive jurisdiction of the aforesaid courts for themselves and agrees that it will not bring with respect to their respective properties for the purpose of any action Action arising out of or relating to this Agreement brought by any Party and (b) agree not to commence any Action relating thereto except in the courts described above in Delaware, other than Actions in any court other than the aforesaid courtsof competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each Party further agrees that notice as provided herein shall constitute sufficient service of process and the parties hereto Parties further waive any argument that such service is insufficient. Each Party hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any action Action arising out of or proceeding with respect relating to this AgreementAgreement or the transactions contemplated hereby, (ai) any claim that it is not personally subject to the jurisdiction of the above-named courts in Delaware as described herein for any reason, (bii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding Action in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware Delaware, without reference regard to the its conflict of laws principles thereof. Each that would result in the application of any law other than the law of the parties hereto State of Delaware. The Company and Indemnitee hereby irrevocably agrees and unconditionally (i) agree that any legal action or proceeding arising out of or in connection with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively only in the Delaware Chancery Court of Chancery and any state appellate court therefrom within the State of Delaware (orthe “Delaware Court”), if and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of Chancery declines any action or proceeding arising out of or in connection with this Agreement, (iii) agree that to accept jurisdiction over a particular matterthe extent Indemnitee is not otherwise subject to service of process in the State of Delaware, Indemnitee irrevocably appoints the Company as its agent in the State of Delaware for acceptance of legal process in connection with any federal court such action or proceeding against such party with the same legal force and validity as if served upon Indemnitee personally within the State of Delaware). Each , and that the Company’s address for such purpose is c/o The Corporation Trust Company, 1000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, (iv) waive any objection to the laying of the parties hereto hereby irrevocably submits with regard to venue of any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waivesDelaware Court, and agrees (v) waive, and agree not to assert in any action plead or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirementsmake, any claim that (i) the suit, any such action or proceeding brought in such court is the Delaware Court has been brought in an improper or inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Jurisdiction. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the rights of the Partners and transactions contemplated hereby shall be governed by by, and construed and enforced in accordance with with, the internal laws of the State of Delaware Delaware, without reference regard to the conflict laws of any other jurisdiction that might be applied because of the conflicts of laws principles thereofof the State of Delaware. Each of the parties hereto Partner hereby irrevocably consents and agrees that any legal action action, suit or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively only in the Delaware exclusive jurisdiction of the Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each , the courts of the parties hereto United States of America for the District of Delaware, and appellate courts thereof, and each Party hereby irrevocably submits consents to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding for itself and in respect arising out of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action or relating to this Agreement in any court other than and the aforesaid courtstransactions contemplated hereby. Each Partner further agrees that notice as provided herein shall constitute sufficient service of process and the parties hereto further waive any argument that such service is insufficient. Each Partner hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding with respect arising out of or relating to this AgreementAgreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts in Delaware as described herein for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. EACH PARTNER, FOR ITSELF AND ON BEHALF OF ITS AFFILIATES, HEREBY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY ACTION, LAWSUIT, OR PROCEEDING, WHETHER IN CONTRACT OR IN TORT, RELATING TO ANY DISPUTE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION DESCRIBED IN THIS AGREEMENT OR TO ANY DISPUTE BETWEEN THE PARTIES (INCLUDING DISPUTES WHICH ALSO INVOLVE OTHER PERSONS).

Governing Law; Jurisdiction. This Agreement shall be governed by by, and construed and enforced in accordance with with, the laws Laws of the State of Delaware, without regard to the Laws that might otherwise govern under applicable principles of conflicts of law. The parties to this Agreement irrevocably (i) submit to the exclusive jurisdiction of the federal courts of the United States of America located in the State of Delaware and the Court of Chancery of the State of Delaware without reference to the conflict of laws principles thereof. Each solely in respect of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition interpretation and enforcement of any judgment in respect the provisions of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard documents referred to any such action or proceeding for itself in this Agreement, and in respect of its propertythe transactions contemplated hereby, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees (ii) agree that it will not bring attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any action relating such court, (iii) waive, and agree not to this Agreement assert, as a defense in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waivesaction, and agrees not to assert in any action suit or proceeding with respect to this Agreementfor the interpretation or enforcement hereof or of any such document, (a) any claim that it is not personally subject to thereto or that such action, suit or proceeding shall not be brought or is not maintainable in said courts or that the jurisdiction of the above-named courts for any reason, (b) any claim venue thereof shall not be appropriate or that it this Agreement or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts document shall not (whether through service as a result of notice, attachment prior to judgment, attachment in aid a lack of execution of judgment, execution of judgment or otherwisepersonal jurisdiction) and (c) to the fullest extent permitted by applicable legal requirements, any 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 Agreement, or the subject matter hereof, may not be enforced in or by such courts, and (iv) agree that all claims with respect to such action or proceeding may be heard and determined in such a Delaware state or federal court. Notwithstanding the foregoing, the parties hereto agree that the exclusive jurisdiction provided for in this section shall not apply to an action to enforce any judgment obtained in connection with this Agreement, both of which the parties hereto agree may be brought in any court of competent jurisdiction. The parties to this Agreement agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in SECTION 12(a) or in such other manner as may be permitted by applicable Laws, shall be valid and sufficient service thereof.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action (whether at law, in contract or in tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, shall be governed by and construed and enforced in accordance with the laws of the State of Delaware Delaware, without reference giving effect to the 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 principles thereofof any jurisdiction other than the State of Delaware. Each In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any (or a proper Delaware state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any does not have subject matter jurisdiction) or the federal court within courts sitting in the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it 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, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of, or in connection with, this Agreement or the transactions contemplated hereby and hereby irrevocably waives the benefit of jurisdiction derived from any legal process commenced present or future domicile or otherwise in such courts (whether through service of noticeaction or proceeding. Each party hereto irrevocably waives, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirementslaw, any claim objection that (i) it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of or that any such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced brought in or by any such courtscourt has been brought in an inconvenient forum.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to any conflict of law rule or principle that would result in the application of any laws other than the laws of the State of Delaware. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in the Court of Chancery of the State of Delaware without reference or, if such court declines to exercise jurisdiction or if subject matter jurisdiction over the matter that is the subject of any such legal action or proceeding is vested exclusively in the U.S. federal courts, the U.S. District Court for the District of Delaware. The parties hereto hereby (a) irrevocably submit to the conflict exclusive jurisdiction of laws principles thereofthe aforesaid courts for themselves and with respect to their respective properties for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, and (b) agree not to commence any Action relating thereto except in the courts described above in Delaware, other than Actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties hereto irrevocably further agrees that any legal action or proceeding with respect to this Agreement notice as provided herein shall constitute sufficient service of process and the rights and obligations arising hereunder, or for recognition and enforcement of parties further waive any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware)argument that such service is insufficient. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any action Action arising out of or proceeding with respect relating to this AgreementAgreement or the Transactions, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts in Delaware as described herein for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) ), and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding Action in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Jurisdiction. This Agreement shall will be governed by and construed and enforced in accordance with the laws of the State of Delaware New York, without reference regard to the conflict of laws law principles thereof. Each of the parties hereto Parties irrevocably agrees that any legal action Proceeding arising out of or proceeding with respect relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the any other party hereto or its successors or assigns, assigns shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate federal court therefrom within the State of Delaware (or, if such court does not have subject matter jurisdiction, state court) sitting in the Delaware Court City and County of Chancery declines to accept jurisdiction over a particular matterNew York, any federal court within the State of Delaware). Each and each of the parties hereto Parties hereby irrevocably submits with regard to any such action or proceeding the exclusive jurisdiction of the aforesaid courts for itself and in with respect of to its property, generally and unconditionally, with regard to the personal jurisdiction any such Proceeding arising out of the aforesaid courts and agrees that it will not bring any action or relating to this Agreement in any court other than and the aforesaid courtstransactions contemplated hereby. Each of the parties hereto Parties agrees not to commence any Action relating thereto except in the courts described above in the City and County of New York, other than Actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court. Each of the Parties further agrees that notice as provided herein shall constitute sufficient service of process and the Parties further waive any argument that such service is insufficient. Each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding with respect arising out of or relating to this AgreementAgreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts described herein for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and or (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding Action in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. The Parties acknowledge and agree that the transactions contemplated by this Agreement are not transactions pursuant to which Buyer shall have any obligations under the Transfer of Undertakings (Protection of Employment) Regulations 2006. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference regard to the conflict applicable principles of laws principles thereofconflicts of law. EACH PARTY HERETO CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF TEXAS IN AND FOR THE COUNTY OF XXXXXX AND THE COURTS OF THE UNITED STATES LOCATED IN THE WESTERN DISTRICT OF TEXAS FOR THE ADJUDICATION OF ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it 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 assert, by way of motion, as a defense or otherwise, in any action such action, suit or proceeding with respect to this Agreementproceeding, (a) any claim it may now or hereafter have that it is not subject personally subject to the jurisdiction of such court, that the above-named courts for any reasonaction, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) that the venue of such the action, suit, action or proceeding is improper improper, or (iii) that this Agreement, Agreement or the subject matter hereof, hereof may not be enforced in or by such courtscourt. Each party further irrevocably submits to the jurisdiction of such court in any such action, suit, or proceeding and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. Any and all service of process and any other notice in any such action, suit or proceeding shall be effective against any party if given personally or by registered or certified mail, postage prepaid and return receipt requested, or by personal service on such party. Nothing contained herein shall be deemed to affect the right of any party to serve process in any manner permitted by law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws thereof, except to the extent that mandatory provisions of federal law apply. Each of the Parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the State of Delaware without reference to the conflict of laws principles and any appellate court thereof. Each of the parties hereto irrevocably agrees that , in any legal action or proceeding with respect arising out of or relating to this Agreement and or the rights and obligations arising hereunder, agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition and or enforcement of any judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally (a) agrees not to commence any such action except in such court, (b) agrees that any claim in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself may be heard and determined in respect of its propertysuch Delaware state court, generally and unconditionally(c) waives, to the personal jurisdiction fullest extent it may legally and effectively do so any objection which it may now or hereafter have to venue of the aforesaid courts and agrees that it 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 such action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of in any such court or from any legal process commenced in such courts (whether through service of noticeDelaware state court, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (cd) waives, to the fullest extent permitted by applicable legal requirementsLaw, the defense of any claim that (i) inconvenient forum to the suit, maintenance of such action or proceeding in any such court is brought Delaware state court. Each of the Parties hereto agrees that a final judgment in an inconvenient forum, (ii) the venue of any such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the Parties to this Agreement irrevocably consents to service of process in any such courtsaction or proceeding in the manner provided for notices in Section 8.02 of this Agreement; provided, however, that nothing in this Agreement shall affect the right of any Party to this Agreement to serve process in any other manner permitted by Law.

Governing Law; Jurisdiction. This Agreement shall be governed by by, and construed and enforced in accordance with with, the laws Laws of the State of Delaware without reference 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 thereof. Each Laws principles, except where the provisions of the parties hereto irrevocably agrees that any Laws of the State of Maryland are mandatorily applicable. All legal or administrative proceeding, suit, investigation, arbitration or action (“Actions”) arising out of or proceeding with respect relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought heard and determined exclusively in the Delaware Chancery Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Chancery Court of Chancery the State of Delaware declines to accept jurisdiction over a particular matterany Action, any state or federal court within the State of Delaware). Each of ) and the parties hereto hereby irrevocably submits with regard submit to the exclusive jurisdiction and venue of such courts in any such action Action and irrevocably waive the defense of an inconvenient forum or proceeding for itself and in respect lack of its property, generally and unconditionally, jurisdiction to the personal maintenance of any such Action. The consents to jurisdiction and venue set forth in this Section 6(g) shall not constitute general consents to service of process in the aforesaid courts State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any person or entity other than the parties hereto. Each party hereto agrees that it will not bring service of process upon such party in any action Action arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 5 of this Agreement. The parties hereto agree that a final judgment in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, such Action shall be conclusive and agrees not to assert in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any 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 Agreement, or the subject matter hereof, may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsapplicable Law; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware Texas without reference regard to the conflict applicable principles of laws principles thereofconflicts of law. EACH PARTY HERETO CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF TEXAS IN AND FOR THE COUNTY OF XXXXXX AND THE COURTS OF THE UNITED STATES LOCATED IN THE WESTERN DISTRICT OF TEXAS FOR THE ADJUDICATION OF ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it 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 assert, by way of motion, as a defense or otherwise, in any action such action, suit or proceeding with respect to this Agreementproceeding, (a) any claim it may now or hereafter have that it is not subject personally subject to the jurisdiction of such court, that the above-named courts for any reasonaction, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) that the venue of such the action, suit, action or proceeding is improper improper, or (iii) that this Agreement, Agreement or the subject matter hereof, hereof may not be enforced in or by such courtscourt. Each party further irrevocably submits to the jurisdiction of such court in any such action, suit, or proceeding and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Agreement from which no appeal has been taken or is available. Any and all service of process and any other notice in any such action, suit or proceeding shall be effective against any party if given personally or by registered or certified mail, postage prepaid and return receipt requested, or by personal service on such party. Nothing contained herein shall be deemed to affect the right of any party to serve process in any manner permitted by law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction.

Governing Law; Jurisdiction. This Agreement shall be governed by and by, construed and enforced in accordance with the laws Laws of the State of Delaware without reference regard to the conflict of laws principles thereof. Each All Actions arising out of the parties hereto irrevocably agrees that any legal action or proceeding with respect relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought heard and determined exclusively in any Delaware state or federal court. The Parties hereto hereby (A) submit to the exclusive jurisdiction of any Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any or federal court within for the State purpose of Delaware). Each any Action arising out of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in brought by any court other than the aforesaid courts. Each of the parties Party hereto hereby and (B) irrevocably waiveswaive, and agrees agree not to assert by way of motion, defense or otherwise, in any action or proceeding with respect to this Agreementsuch Action, (a) any claim that it is not subject personally subject to the jurisdiction of the above-named courts for any reasoncourts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court attachment or from any legal process commenced in such courts (whether through service of noticeexecution, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to that the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in such court Action is brought in an inconvenient forum, (ii) that the venue of such suit, action or proceeding the Action is improper or (iii) this Agreementimproper, or that this Agreement or the subject matter hereof, transactions contemplated hereby may not be enforced in or by any of the above-named courts; provided, however, that such courtsconsent to jurisdiction is solely for the purpose referred to in this Section 8.4 and shall not be deemed to be a general submission to the jurisdiction of such court or in the State of Delaware other than for such purposes. Each of Parent, Merger Sub and the Company agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of Parent, Merger Sub and the Company irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding 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. Nothing in this Section 8.4 shall affect the right of any Party to serve legal process in any other manner permitted by Law.

Governing Law; Jurisdiction. This Agreement shall be governed by and interpreted and construed and enforced in accordance with the laws of the State of Delaware Delaware. Any and all claims, controversies, and causes of action arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, shall be governed by the internal laws of the State of Delaware, including its statutes of limitations, without reference giving effect to any conflict-of-laws or other rules that would result in the conflict application of the laws principles thereofor statutes of limitations of a different jurisdiction. Each of the parties hereto (i) irrevocably agrees that consents to the service of the summons and complaint and any legal action other process (whether inside or proceeding outside the territorial jurisdiction of the Chosen Courts) in any Legal Proceeding relating to the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, in accordance with respect to Section 12(a) or in such other manner as may be permitted by applicable law, and nothing in this Agreement and Section 12(e) will affect the rights and obligations arising hereunder, or for recognition and enforcement right of any judgment party to serve legal process in respect any other manner permitted by applicable law; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets in any Legal Proceeding to the exclusive general jurisdiction of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court within the State of DelawareDelaware (and any appellate court therefrom) or, if any federal court within the State of Delaware declines to accept jurisdiction over a particular matter, any state court within the State of Delaware (and any appellate court therefrom). Each ) (the “Chosen Courts”) in the event that any dispute or controversy arises out of this Agreement or the parties hereto hereby irrevocably submits with regard transactions contemplated hereby; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such action court; (iv) agrees that any Legal Proceeding arising in connection with this Agreement or proceeding for itself the transactions contemplated hereby will be brought, tried and determined only in respect of its property, generally and unconditionally, the Chosen Courts; (v) waives any objection that it may now or hereafter have to the personal jurisdiction venue of any such Legal Proceeding in the aforesaid courts Chosen Courts or that such Legal Proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any action Legal Proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courtsChosen Courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert agree that a final judgment in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to Legal Proceeding in the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) Chosen Courts will be conclusive and (c) to the fullest extent permitted by applicable legal requirements, any 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 Agreement, or the subject matter hereof, may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsapplicable law.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware New York, without reference regard to the conflict of laws law principles thereof. Each ; provided, however, to the extent required by the laws of the parties hereto irrevocably agrees that State of California or the State of Delaware, as applicable (including any legal action law related to any duty or proceeding obligation of the Company’s Board of Directors with respect to the Mergers or this Agreement), such laws shall apply with respect to the relevant matters governed by this Agreement. All Actions arising out of or relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought heard and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any or federal court within located in New York, New York (or in any appellate courts thereof) (the State of Delaware“Specified Courts”). Each of the parties party hereto hereby irrevocably (i) submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal exclusive jurisdiction of any Specified Court for the aforesaid courts and agrees that it will not bring purpose of any action Action arising out of or relating to this Agreement in brought by any court other than the aforesaid courts. Each of the parties party hereto hereby and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any action or proceeding with respect to this Agreementsuch Action, (a) any claim that it is not subject personally subject to the jurisdiction of the above-named courts for any reasoncourts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court attachment or from any legal process commenced in such courts (whether through service of noticeexecution, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to that the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in such court Action is brought in an inconvenient forum, (ii) that the venue of such suit, action or proceeding the Action is improper or (iii) this Agreementimproper, or that this Agreement or the subject matter hereof, transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such courtsprocess to such party at the applicable address set forth or referred to in Section 1.05(h). Nothing in this Section 1.05(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws Laws of the State of Delaware without reference New York, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws thereof, except to the conflict extent that mandatory provisions of laws principles thereof. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware)law apply. Each of the parties hereto hereby irrevocably submits with regard and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the State of New York and any appellate court thereof and the United States District Court for the Southern District of New York and any appellate court thereof, in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (i) agrees not to commence any such action except in such courts, (ii) agrees that any claim in respect of any such action or proceeding for itself may be heard and determined in respect of its propertysuch courts, generally and unconditionally(ii) waives, to the personal jurisdiction fullest extent it may legally and effectively do so any objection which it may now or hereafter have to venue of the aforesaid courts and agrees that it will not bring any such action relating to this Agreement or proceeding in any court other than such courts, and (iv) waives, to the aforesaid fullest extent permitted by Law, the defense of any inconvenient forum to the maintenance of such action or proceeding in any such courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert that a final judgment in any such action or proceeding with respect shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the parties to this Agreement, (a) any claim that it is not personally subject Agreement irrevocably consents to the jurisdiction service of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of process in any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in such court is brought the manner provided for notices in an inconvenient forum, (ii) the venue Section 9 of such suit, action or proceeding is improper or (iii) this Agreement; provided, or however, that nothing in this Agreement shall affect the subject matter hereof, may not be enforced right of any party to this Agreement to serve process in or any other manner permitted by such courtsLaw.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to Delaware, regardless of the laws that might otherwise govern under applicable principles of conflict of laws principles thereof, except to the extent that mandatory provisions of federal law apply. Each of the parties hereto Parties hereby irrevocably agrees that and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the State of Delaware and any legal appellate court thereof, in any action or proceeding with respect arising out of or relating to this Agreement and or the rights and obligations arising hereunder, agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition and or enforcement of any judgment relating thereto, and each of the Parties irrevocably and unconditionally (a) agrees not to commence any such action except in such court, (b) agrees that any claim in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself may be heard and determined in respect of its propertysuch Delaware state court, generally and unconditionally(c) waives, to the personal jurisdiction fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to venue of the aforesaid courts and agrees that it 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 such action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of in any such court or from any legal process commenced in such courts (whether through service of noticeDelaware state court, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (cd) waives, to the fullest extent permitted by applicable legal requirementslaw, the defense of any claim that (i) inconvenient forum to the suit, maintenance of such action or proceeding in any such court is brought Delaware state court. Each of the Parties agrees that a final judgment in an inconvenient forum, (ii) the venue of any such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the Parties irrevocably consents to service of process in any such courtsaction or proceeding in the manner provided for notices in Section 5.6 of this Agreement; provided, however, that nothing in this Agreement shall affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Governing Law; Jurisdiction. This Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of Delaware without reference 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 thereofLaws principles. Each All legal actions or proceedings arising out of the parties hereto irrevocably agrees that any legal action or proceeding with respect relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought heard and determined exclusively in the Delaware Chancery Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Chancery Court of Chancery the State of Delaware declines to accept jurisdiction over a particular matterany legal action or proceeding, any state or federal court within the State of Delaware). Each of ) and the parties hereto hereby irrevocably submits with regard submit to the exclusive jurisdiction and venue of such courts in any such legal action or proceeding for itself and in respect irrevocably waive the defense of its property, generally and unconditionally, an inconvenient forum or lack of jurisdiction to the personal maintenance of any such legal action or proceeding. The consents to jurisdiction and venue set forth in this Section 8.06 shall not constitute general consents to service of process in the aforesaid courts State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that it will not bring service of process upon such party in any legal action or proceeding arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 8.09 of this Agreement. The parties hereto agree that a final judgment in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert in any such legal action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) shall be conclusive and (c) to the fullest extent permitted by applicable legal requirements, any 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 Agreement, or the subject matter hereof, may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsapplicable Law; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment. Notwithstanding anything in this Section 8.06, the Series B Preferred Stock shall be governed by the laws of the Commonwealth of Pennsylvania, regardless of the laws that might otherwise govern under an applicable conflict of Laws principles.

Governing Law; Jurisdiction. This Agreement and each Warrant Certificate shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference New York applicable to the conflict of laws principles thereof. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect contracts made and to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment be performed in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware)New York. Each of the parties hereto hereby The Company irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement 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, (a) any claim that it is not personally subject consents to the jurisdiction of any United States or State Court located in the above-named courts for State of New York in any reason, (b) any claim suit or proceeding based on or arising under this Agreement or the Warrant Certificates and irrevocably agrees that it all claims in respect of such suit or its property is exempt or immune from jurisdiction of proceeding may be determined in any such court court. The Company irrevocably waives the defense of an inconvenient forum to the maintenance of such suit or from proceeding. The Company hereby agrees to designate and appoint Corporation Service Company, 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000 as an agent upon whom process may be served in any legal process commenced in such courts (whether through suit or proceeding based on or arising under this Agreement. The Company further agrees that service of noticeprocess upon the Company, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) upon an agent appointed pursuant to the fullest extent preceding sentence accompanied with written notice of said service to the Company, as the case may be, mailed by first class mail shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. Nothing herein shall affect the Warrant Agent's or any Warrant holder's right to serve process in any other manner permitted by applicable legal requirements, law. The Company agrees that a final non-appealable judgment in any claim that (i) the suit, action such suit 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 Agreement, or the subject matter hereof, shall be conclusive and may not be enforced in other jurisdictions by suit on such judgment or by such courtsin any other lawful manner.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed construed, performed and enforced in accordance with with, and governed by, the laws Laws of the State of Delaware Delaware, without reference giving effect to the any choice or conflict of law provision or rule that would cause the application of the laws principles thereofof any jurisdiction other than the State of Delaware. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder hereunder, brought by the other another party hereto or its successors or assigns, assigns shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware Delaware, or in the event (or, if but only in the Delaware Court of Chancery declines to accept event) that such court does not have subject matter jurisdiction over a particular mattersuch action or proceeding, any other state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts set forth in this paragraph and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid such courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (ai) any claim that it is not personally subject to the jurisdiction of the above-above named courts for any reasoncourts, (bii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (ciii) to the fullest extent permitted by applicable legal requirementsLaw, any claim that (iA) the suit, action or proceeding in such court is brought in an inconvenient forum, (iiB) the venue of such suit, action or proceeding is improper or (iiiC) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereto agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Xxx. To the fullest extent permitted by applicable Law, each of the parties hereto hereby consents to the service of process in accordance with Section 9.4; provided that nothing herein shall affect the right of any party to serve legal process in any other matter permitted by Law.

Governing Law; Jurisdiction. This Agreement shall and the legal relations among the parties hereto will be governed in all respects, including validity, interpretation and effect, by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and performed wholly therein, without reference giving effect to the any choice or conflict of laws principles thereofprovisions or rules that would cause the application of the laws of any other jurisdiction. Each of the parties hereto irrevocably agrees that any legal action Action or proceeding with respect to this Agreement Agreement, and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement Agreement, and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action 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 Action relating to this Agreement or the transactions contemplated hereby 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 action Action or proceeding with respect to this Agreement, Agreement (a) any claim that it is not personally subject to the jurisdiction of the above-above named courts for any reasonreason other than the failure to serve in accordance with Section 6.3 and this Section 6.6, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirementslaw, any claim that (i) the suit, action Action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action Action or proceeding is improper or (iii) this Agreement, Agreement or the subject matter hereof, hereof may not be enforced in or by such courts. Process in any such suit, Action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 6.3 shall be deemed effective service of process on such party.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware as applied to agreements among Delaware residents entered into and to be performed entirely within Delaware, without reference giving effect to any choice of law or conflict of law, provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Delaware. Each Party hereto (a) irrevocably consents to the conflict of laws principles thereof. Each service of the parties hereto irrevocably agrees that summons and complaint and any legal other process in any action or proceeding relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with respect this Section 3(f) or in such other manner as may be permitted by applicable law, that such process may be served in the manner of giving notices in Section 3(i) and that nothing in this Section 3(f) shall affect the right of any party to serve legal process in any other manner permitted by applicable law, (b) irrevocably and unconditionally consents and submits itself and its properties and assets in any action or proceeding to the exclusive jurisdiction of the Federal courts of the United States or the Court of Chancery of the State of Delaware, in the event any dispute or controversy arises out of this Agreement and or the rights and obligations arising hereundertransactions contemplated hereby, or for recognition and enforcement of any judgment order in respect of thereof, (c) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from any such court, (d) agrees that any actions or proceedings arising in connection with this Agreement and or the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, transactions contemplated hereby shall be brought brought, tried and determined exclusively only in the Delaware Court Federal courts of Chancery and any state appellate court therefrom within the State United States or the courts of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each , (e) waives any objection that it may now or hereafter have to the venue of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself in any such court or that such action or proceeding was brought in an inconvenient court and in respect of its propertyagrees not to plead or claim the same, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and (f) agrees that it will not bring any action or proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties Party hereto hereby irrevocably waives, and agrees not to assert that a final order in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) as provided above shall be conclusive and (c) to the fullest extent permitted by applicable legal requirements, any 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 Agreement, or the subject matter hereof, may not be enforced in other jurisdictions by suit on the order or in any other manner provided by such courtsapplicable law.

Governing Law; Jurisdiction. This Agreement shall be governed by by, and construed and enforced in accordance with with, the laws Laws of the State of Delaware without reference applicable to the conflict contracts executed in and to be performed in that State. All legal actions and proceedings arising out of laws principles thereof. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought heard and determined exclusively in any Delaware Chancery Court; provided, however, that if jurisdiction is not then available in the Delaware Court of Chancery and Court, then any state appellate such legal Action may be brought in any federal court therefrom within located in the State of Delaware or any other Delaware state court. The Parties hereby (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto hereby a) irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, submit to the personal exclusive jurisdiction of the aforesaid courts for themselves and agrees that it will not bring with respect to their respective properties for the purpose of any action Action arising out of or relating to this Agreement brought by any Party and (b) agree not to commence any Action relating thereto except in the courts described above in Delaware, other than Actions in any court other than the aforesaid courtsof competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each Party further agrees that notice as provided herein shall constitute sufficient service of process and the parties hereto Parties further waive any argument that such service is insufficient. Each Party hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any action Action arising out of or proceeding with respect relating to this AgreementAgreement or the Transactions, (ai) any claim that it is not personally subject to the jurisdiction of the above-named courts in Delaware as described herein for any reason, (bii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding Action in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.”

Governing Law; Jurisdiction. This Agreement, and all claims, disputes, controversies or causes of action (whether in contract, tort, equity or otherwise) that may be based upon, arise out of or relate to this Agreement (including any schedule or exhibit hereto) or the negotiation, execution or performance of this Agreement (including any claim, dispute, controversy or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by and construed and enforced in accordance with the laws Laws of the State of Delaware, without regard 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 the Domestication shall be effected in accordance with both the DGCL and the CICA (as applicable), without reference giving effect to the principles or rules of conflict of laws to the extent such principles thereofor rules would require or permit the application of Laws of another jurisdiction. Each of the parties hereto irrevocably Parties agrees that any legal action or proceeding with respect Action related to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, agreement shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within of the State of Delaware (or, if the Delaware Court of Chancery declines to accept under applicable Law, exclusive jurisdiction over a particular mattersuch matter is vested in the federal courts, any federal court within in the State of DelawareDelaware and any appellate court from any thereof (the “Chosen Courts”). Each By executing and delivering this Agreement, each of the parties hereto hereby irrevocably Parties irrevocably: (i) accepts generally and unconditionally submits with regard to the exclusive jurisdiction of the Chosen Courts for any Action relating to this Agreement, including any Action brought for any remedy contemplated by Section 10.9; (ii) waives any objections which such party may now or hereafter have to the laying of venue of any such action Action contemplated by this Section 10.3 and hereby further irrevocably waives and agrees not to plead or proceeding for itself and claim that any such Action has been brought in respect of its property, generally and unconditionally, an inconvenient forum; (iii) agrees that it will not attempt to deny or defeat the personal jurisdiction of the aforesaid courts and Chosen Courts by motion or other request for leave from any such court; (iv) agrees that it will not bring any action relating to Action contemplated by this Agreement Section 10.3 in any court other than the aforesaid courtsChosen Courts; (v) agrees that service of all process, including the summons and complaint, in any Action may be made by registered or certified mail, return receipt requested, to such party at their respective addresses provided in accordance with Section 10.4 or in any other manner permitted by Law; and (vi) agrees that service as provided in the preceding clause (v) is sufficient to confer personal jurisdiction over such party in the Action, and otherwise constitutes effective and binding service in every respect. Each of the parties hereto hereby irrevocably waivesagrees that a final judgment in any Action in a Chosen Court as provided above may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law, and each party further agrees not to assert in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the non-exclusive jurisdiction of the above-named courts Chosen Courts for any reason, (b) any claim that it the enforcement or its property is exempt or immune from jurisdiction execution of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any 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 Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware Delaware, without reference regard to the conflict laws that might be applicable under conflicts of laws principles thereofprinciples. Each of the parties hereto Company, Parent and Merger Sub irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder hereof brought by the other party hereto or its successors or assigns, shall assigns may be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each , and each of the parties hereto Company, Parent and Merger Sub hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of to its property, generally and unconditionally, to the personal nonexclusive jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the parties hereto Company, Parent and Merger Sub hereby irrevocably waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, reason other than the failure to lawfully serve process (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) ), and (c) to the fullest extent permitted by applicable legal requirementslaw, any claim that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Jurisdiction. This Agreement shall be governed by by, --------------------------- and construed and enforced in accordance with the laws of the State of Delaware Virginia without reference regard to the conflict choice of laws principles thereoflaw rules utilized in that jurisdiction. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement Buyer and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware Seller each (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto a) hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, submit to the personal jurisdiction of the aforesaid courts of that state and agrees that it will (b) hereby waive, and agree not bring any action relating to this Agreement assert, by way of motion, as a defense, or otherwise, in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waivessuch suit, and agrees not to assert in any action or proceeding with respect to this Agreementproceeding, (a) any claim that it is not subject personally subject to the jurisdiction of the above-named courts for any reasoncourts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court attachment or from any legal process commenced in such courts (whether through service of noticeexecution, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) that the venue of such the suit, action or proceeding is improper or (iii) that this Agreement, Agreement or the subject matter hereof, hereof may not be enforced in or by such courtscourt. Buyer and Seller each hereby consent to service of process by registered mail at the address to which notices are to be given. Each of Buyer and Seller agrees that its submission to jurisdiction and its consent to service of process by mail is made for the express benefit of the other party hereto. Final judgment against Buyer or Seller in any such action, suit or proceeding may be enforced in other jurisdictions by suit, action or proceeding on the judgment, or in any other manner provided by or pursuant to the laws of such other jurisdiction; provided,however that any party may at its -------- ------- option bring suit, or institute other proceedings, in any state or federal court of the United States or of any country or place where the other party or its assets, may be found.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware New York, without reference giving effect to the any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws principles thereofof any jurisdiction other than the State of New York. Each In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, including with respect to the Deposit, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Supreme Court of Chancery and any state appellate court therefrom within the State of Delaware New York, New York County or the United States District Court for the Southern District of New York (or, if and the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delawareappropriate appellate courts). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal Personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this 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 action or proceeding with respect to this Agreement, (ai) any claim that it is not personally subject to the jurisdiction of the above-above named courts for any reasonreason other than the failure to serve in accordance with this Section 6.04, (bii) 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 (ciii) to the fullest extent permitted by the applicable legal requirementsLaw, any claim that (iA) the suit, action or proceeding in such court is brought in an inconvenient forum, (iiB) the venue of such suit, action or proceeding is improper or (iiiC) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware Delaware, without reference regard to the conflict its or any other jurisdiction's conflicts of laws principles thereofprinciples. Each of the parties hereto irrevocably agrees that any Any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder hereof brought by the other any party hereto or its successors or assigns, shall assigns may be brought and determined exclusively in the Delaware Court courts of Chancery and any state appellate court therefrom within the State of Delaware (or, if or the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal district court within for the State District of Delaware). Each of the parties , and each party hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of to its property, generally and unconditionally, to the personal exclusive jurisdiction of the aforesaid courts such courts, and agrees that it will not bring any action relating to this Agreement service of process in any court other than such action or proceeding shall be effective if mailed to such party at the aforesaid courtsaddress specified herein. Each of the parties party hereto hereby irrevocably waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, Agreement (ai) any claim that it is not personally subject to the jurisdiction of the above-named such courts for any reason, (bii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) ), and (ciii) to the fullest extent permitted by applicable legal requirementslaw, any claim that (ia) the suit, action or proceeding in any such court is brought in an inconvenient forum, (iib) the venue of such suit, action or proceeding is improper or and (iiic) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Jurisdiction. This Agreement shall be governed by by, and construed and enforced in accordance with with, the laws Laws of the State of Delaware without reference to Delaware, regardless of the conflict Laws that might otherwise govern under applicable principles of conflicts of laws principles thereof. Each Party irrevocably consents to the exclusive jurisdiction, forum and venue of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery (and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular mattershall be unavailable, any Delaware State court or the federal court within sitting in the State of Delaware)) over any and all claims, disputes, controversies or disagreements between the Parties or any of their respective Affiliates, successors and assigns under or related to this Agreement or any document executed pursuant to this Agreement or any of the transactions contemplated hereby or thereby, including their execution, performance or enforcement, whether in contract, tort or otherwise. Each of the parties hereto Parties hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will shall not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waivesassert, and agrees not to assert in any action or proceeding with respect to this Agreementshall hereby waive, (a) any claim or right or defense that it is not personally subject to the jurisdiction of such courts, that the above-named courts for venue is improper, that the forum is inconvenient or any reasonsimilar objection, (b) any claim or argument. Each Party agrees that it or its property is exempt or immune from jurisdiction of any such court or from a final judgment in any legal process commenced proceeding resolved in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) accordance with this Section 11.06 be conclusive and (c) to the fullest extent permitted by applicable legal requirements, any 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 Agreement, or the subject matter hereof, may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsapplicable Law. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN CONNECTION WITH ANY LITIGATION ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT OR ANY SERVICES PROVIDED HEREUNDER.

Governing Law; Jurisdiction. This Agreement shall be governed by and governed, construed and enforced in accordance with the laws Laws of the State of Delaware without reference giving effect to the conflict principles of laws principles conflicts of law thereof. Each of the parties hereto irrevocably hereby agrees that any legal claim, suit, action or proceeding with respect other proceeding, directly or indirectly, arising out of, under or relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought heard and determined exclusively in the Delaware Chancery Court of Chancery and any state appellate court therefrom within the State of Delaware (orand each agrees that no such claim, if action, suit or other proceeding relating to this Agreement shall be brought by it or any of its affiliates except in such court), and the Delaware Court parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of Chancery declines any such court in any such claim, suit, action or other proceeding and irrevocably and unconditionally waive the defense of an inconvenient forum to accept jurisdiction over a particular matterthe maintenance of any such claim, any federal court within the State of Delaware)suit, action or other proceeding. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its propertyfurther agrees that, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it 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, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirementsLaw, service of any claim process, summons, notice or document by U.S. registered mail to such Person's respective address set forth in Section 8.4 shall be effective service of process for any claim, action, suit or other proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. The parties hereto hereby agree that (i) the a final, non-appealable judgment in any such claim, suit, action or other proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsapplicable Law.

Governing Law; Jurisdiction. This Agreement shall be governed by and by, construed and enforced in accordance with the Laws of the State of New York without regard to the conflict of laws principles thereof, provided, however, that to the extent that the laws of the State of Delaware are required to apply with respect to the Merger or any other actions hereunder, the laws of the State of Delaware shall so apply, without reference regard to the conflict of laws principles thereof. Each All Actions arising out of the parties hereto irrevocably agrees that any legal action or proceeding with respect relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought heard and determined exclusively in the Delaware Court of Chancery and any state or federal court located in New York, New York (or in any appellate court therefrom within therefrom) (the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware“Specified Courts”). Each of the parties hereto Party hereby irrevocably (a) submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal exclusive jurisdiction of any Specified Court for the aforesaid courts and agrees that it will not bring purpose of any action Action arising out of or relating to this Agreement in brought by any court other than the aforesaid courts. Each of the parties hereto hereby Party and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any action or proceeding with respect to this Agreementsuch Action, (a) any claim that it is not subject personally subject to the jurisdiction of the above-named courts for any reasoncourts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court attachment or from any legal process commenced in such courts (whether through service of noticeexecution, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to that the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in such court Action is brought in an inconvenient forum, (ii) that the venue of such suit, action or proceeding the Action is improper or (iii) this Agreementimproper, or that this Agreement or the subject matter hereof, transactions contemplated hereby may not be enforced in or by any Specified Court. Each Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lxx. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Action relating to the Transactions, on behalf of itself, or its property, by personal delivery of copies of such courtsprocess to such Party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any Party to serve legal process in any other manner permitted by Law.

Governing Law; Jurisdiction. This Agreement shall be governed by by, and construed and enforced interpreted in accordance with with, the laws of the State of Delaware Delaware, without reference regard to the conflict of laws law principles thereof. Each thereof that would call for the application of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement laws of any judgment in respect other jurisdiction (except to the extent that mandatory provisions of this Agreement and the rights and obligations arising hereunder brought by the other party hereto federal or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delawarelaw govern). Each of the parties Parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts unconditionally confirms and agrees that it will not bring any action relating is and shall continue 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, be (ai) any claim that it is not personally subject to the jurisdiction of the above-named courts for of the State of Delaware and of the federal courts sitting in the State of Delaware, and (ii) subject to service of process in the State of Delaware. The Parties agree that any reasonsuit, (b) action or proceeding seeking to enforce any claim that it provision of, or its property is exempt based on any matter arising out of or immune from in connection with, this Agreement or the matters contemplated hereby shall be brought in any federal or state court located in the State of Delaware, and each of the Parties hereby irrevocably consents to the exclusive jurisdiction of any such court or from any legal process commenced in such courts (whether through service and of noticethe appropriate appellate courts therefrom) in any such suit, attachment prior to judgmentaction or proceeding and irrevocably waives, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirementslaw, any claim objection that (i) it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of or that any such suit, action or proceeding is improper brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or (iii) this Agreementproceeding may be served on any Party anywhere in the world, whether within or without the subject matter hereofjurisdiction of any such court. Without limiting the foregoing, may not each Party agrees that, to the fullest extent permitted by law, service of process on such Party as provided in Section 3.3 shall be enforced in or by deemed effective service of process on such courtsParty.

Governing Law; Jurisdiction. This Letter Agreement shall be governed by and construed and enforced in accordance with the laws internal law of the State of Delaware New York applicable to agreements made and to be performed entirely within the State of New York, without reference regard to the conflict conflicts of laws law principles thereofof the State of New York. Each In addition, each of the parties hereto irrevocably agrees that any legal suit, action or proceeding with respect to this Letter Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Letter Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in any federal or state court located in Charlotte, North Carolina. Each party hereto agrees that any such suit, action or proceeding will constitute a mandatory complex business case under Chapter 7A, Section 45.4 of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (orNorth 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 Delaware North Carolina Business Court of Chancery declines to accept jurisdiction over as a particular matter, any federal court within the State of Delaware)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-above named courts for any reasonreason 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 notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable legal requirementslaw, any 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 not be enforced in or by such courts.. Each of the parties hereto 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 notice in accordance with Section 9 of this 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 shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to New York, regardless of the conflict laws that might otherwise govern under applicable principles of laws principles conflicts of law thereof. Each party hereby (a) irrevocably and unconditionally submits to the exclusive jurisdiction of the parties hereto irrevocably agrees that any legal action or proceeding Delaware Court of Chancery, with respect to all actions and proceedings arising out of or relating to this Agreement and the rights and obligations arising hereundertransactions contemplated hereby, or for recognition and enforcement of any judgment in (b) agrees that all claims with respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself shall be heard and determined in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid such courts and agrees that it will not bring any to commence an action or proceeding relating to this Agreement or the transactions contemplated hereby except in such courts, (c) consents to service of process upon him, her or it by mailing or delivering such service to the address set forth in Section 8.2 hereof, and (d) agrees that a final judgment in any court such action or proceeding shall be conclusive and may be enforced in other than jurisdictions by suit on the aforesaid courtsjudgment or in any other manner provided by law. Each of the parties hereto party hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (ai) the defense of sovereign immunity, (ii) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reasonreason other than the failure to serve process in accordance with this Section 8.8, (biii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in any such courts court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) ), and, to the fullest extent permitted by applicable legal requirementslaw, any claim that (iA) the suit, action or proceeding in any such court is brought in an inconvenient forumimproper, (iiB) the venue of such suit, action or proceeding is improper or and (iiiC) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Jurisdiction. This Agreement shall and the legal relations among the parties hereto will be governed in all respects, including validity, interpretation and effect, by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and performed wholly therein, without reference giving effect to the any choice or conflict of laws principles thereofprovisions or rules that would cause the application of the laws of any other jurisdiction. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement Agreement, and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement Agreement, and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court courts of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby 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 action or proceeding with respect to this Agreement, Agreement (a) any claim that it is not personally subject to the jurisdiction of the above-above named courts for any reasonreason other than the failure to serve in accordance with Section 8.06 and this Section 8.04, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirementslaw, any 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 Agreement, Agreement or the subject matter hereof, hereof may not be enforced in or by such courts. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 8.06 shall be deemed effective service of process on such party.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws Laws of the State of Delaware, without giving effect to any choice of Law or conflict of Law provision or rule (whether of the State of Delaware without reference or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Delaware. Each Party (a) irrevocably consents to the conflict of laws principles thereof. Each service of the parties hereto summons and complaint and any other process in any Action relating to the transactions contemplated by this Agreement, for and on behalf of itself or any of its properties or assets, in accordance with this Section 3(e) or in such other manner as may be permitted by applicable Law and that such process may be served in the manner of giving notices in Section 3(h) and that nothing in this Section 3(e) shall affect the right of any Party to serve legal process in any other manner permitted by applicable Law, (b) irrevocably agrees that and unconditionally consents and submits itself and its properties and assets in any legal action Action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement exclusive general jurisdiction of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within of the State of Delaware (the “Chancery Court”) (or, only if the Delaware Chancery Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each ) in the event any dispute or controversy arises out of this Agreement or the parties hereto hereby irrevocably submits with regard transactions contemplated hereby, or for recognition and enforcement of any Order in respect thereof, (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such action court, (d) waives any objection that it may now or proceeding for itself and in respect of its property, generally and unconditionally, hereafter have to the personal jurisdiction venue of any such Action in any such court or that such Action was brought in an inconvenient court and agrees not to plead or claim the aforesaid courts same, and (e) agrees that it will not bring any action relating to this Agreement such Action in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and Party agrees not to assert that a final Order in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced Action in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) as provided above shall be conclusive and (c) to the fullest extent permitted by applicable legal requirements, any 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 Agreement, or the subject matter hereof, may not be enforced in other jurisdictions by suit on the Order or in any other manner provided by such courtsapplicable Law.

Governing Law; Jurisdiction. This Agreement shall be governed by and governed, construed and enforced in accordance with the laws Laws of the State of Delaware without reference giving effect to the conflict principles of laws principles conflicts of law thereof. Each , except to the extent that the provisions of the parties hereto irrevocably agrees that any legal action CBCA or proceeding CCAA necessarily apply with respect to this Agreement the consummation of the Merger or the Second Merger under Colorado law and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware)similar matters. Each of the parties hereto hereby irrevocably submits with regard to agrees that any such claim, suit, action or proceeding for itself and in respect of its propertyother proceeding, generally and unconditionallydirectly or indirectly, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action arising out of, under or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware (and each agrees that no such claim, action, suit or other proceeding relating to this Agreement shall be brought by it or any of its affiliates except in such court), and the parties hereto hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any such court in any court such claim, suit, action or other than proceeding and irrevocably and unconditionally waive the aforesaid courtsdefense of an inconvenient forum to the maintenance of any such claim, suit, action or other proceeding. Each of the parties hereto hereby irrevocably waivesfurther agrees that, and agrees not to assert in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirementsLaw, service of any claim process, summons, notice or document by U.S. registered mail to such Person’s respective address set forth in Section 8.4 shall be effective service of process for any claim, action, suit or other proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth above in the immediately preceding sentence. The parties hereto hereby agree that (i) the a final, non-appealable judgment in any such claim, suit, action or other proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsapplicable Law.

Governing Law; Jurisdiction. This Agreement shall be governed by by, and construed and enforced in accordance with with, the laws of the State of Delaware without reference applicable to the conflict contracts executed in and to be performed in that State. All actions and proceedings arising out of laws principles thereof. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought heard and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any or federal court within the State of in Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the parties party hereto hereby irrevocably waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reasonreason other than the failure to serve process in accordance with this Agreement, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) ), and (c) to the fullest extent permitted by applicable legal requirementslaw, any claim that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) that the venue of such suit, action or proceeding is improper improper, or (iii) that this Agreement, or the subject matter hereofhereof or thereof, may not be enforced in or by such courtscourts 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 Delaware and of the United States of America.

Governing Law; Jurisdiction. This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware Delaware, without reference to the conflict its conflicts of laws principles thereoflaw principles. Each of the parties hereto Party irrevocably agrees that any legal action or proceeding with respect arising out of or relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto such Party or its successors or assigns, assigns shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within of the State of Delaware (or, if the such court lacks subject matter jurisdiction, in any other appropriate Delaware Court of Chancery declines to accept jurisdiction over a particular matterstate or federal court), any federal court within the State of Delaware). Each of the parties hereto and appellate courts thereof, and each Party hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding for itself and in respect arising out of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action or relating to this Agreement Agreement. Each Party agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court other than the aforesaid courtsof competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties hereto Party hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding with respect arising out of or relating to this Agreement, (ai) any claim that it is not personally subject to the jurisdiction of the above-named courts in Delaware as described herein for any reason, ; (bii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) ); and (ciii) to the fullest extent permitted by applicable legal requirements, any claim that (iA) the suit, action or proceeding in any such court is brought in an inconvenient forum, (iiB) the venue of such suit, action or proceeding is improper improper, or (iiiC) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Jurisdiction. This Agreement shall be governed by and by, construed and enforced in accordance with the laws Laws of the State of Delaware without reference regard to the conflict of laws principles thereof. Each All Actions arising out of the parties hereto irrevocably agrees that any legal action or proceeding with respect relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought heard and determined exclusively in the Delaware Chancery Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Chancery Court of Chancery the State of Delaware declines to accept jurisdiction over a particular matter, any U.S. state or federal court within located in the State of DelawareDelaware (or in any appellate court thereof) (the “Specified Courts”). Each of the parties party hereto hereby irrevocably (a) submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal exclusive jurisdiction of any Specified Court for the aforesaid courts and agrees that it will not bring purpose of any action Action arising out of or relating to this Agreement in brought by any court other than the aforesaid courts. Each of the parties party hereto hereby and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any action or proceeding with respect to this Agreementsuch Action, (a) any claim that it is not subject personally subject to the jurisdiction of the above-named courts for any reasoncourts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court attachment or from any legal process commenced in such courts (whether through service of noticeexecution, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to that the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in such court Action is brought in an inconvenient forum, (ii) that the venue of such suit, action or proceeding the Action is improper or (iii) this Agreementimproper, or that this Agreement or the subject matter hereof, transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Xxx. 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 courtsprocess to such party at the applicable address set forth in Section 3(g). Nothing in this Section 3(d) shall affect the right of any party to serve legal process in any other manner permitted by Law.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware without reference giving effect to the any choice or conflict of law provision or rule that would cause the application of laws principles thereofof any jurisdiction other than those of the State of Delaware. Each of the parties hereto irrevocably Party agrees that it shall bring any legal suit, action or other proceeding with in respect of any claim arising out of or related to this Agreement and the rights and obligations arising hereunder(each, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined an “Action”) exclusively in (a) the Delaware Court of Chancery in and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it 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, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reasonNew Castle County, (b) any claim in the event (but only in the event) that it or its property is exempt or immune from jurisdiction of any such court does not have subject matter jurisdiction over such Action, the United States District Court for the District of Delaware or from any legal process commenced (c) in the event (but only in the event) such courts identified in clauses (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwisea) and (cb) to the fullest extent permitted by applicable legal requirementsdo not have subject matter jurisdiction over such Action, any claim that other Delaware state court (collectively, the “Chosen Courts”), and, solely in connection with an Action, (i) irrevocably submits to the suit, action or proceeding in such court is brought in an inconvenient forumexclusive jurisdiction of the Chosen Courts, (ii) irrevocably submits to the exclusive venue of any such suitAction in the Chosen Courts and waives any objection to laying venue in any such Action in the Chosen Courts, action or proceeding is improper or (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party hereto and (iv) agrees that service of process upon such Party in any such Action shall be effective if notice is given in accordance with Section 17 of this Agreement, or . Each Party agrees that a final judgment in any Action brought in the subject matter hereof, Chosen Courts shall be conclusive and binding upon each of the Parties and may not be enforced in any other courts the jurisdiction of which each of the Parties is or may be subject, by suit upon such courtsjudgment.

Governing Law; Jurisdiction. This Agreement shall be governed by and by, construed and enforced in accordance with the laws Laws of the State of Delaware without reference regard to the conflict of laws principles thereof. Each All Actions arising out of the parties hereto irrevocably agrees that any legal action or proceeding with respect relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought heard and determined exclusively in the Delaware Chancery Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Chancery Court of Chancery the State of Delaware declines to accept jurisdiction over a particular matter, any U.S. state or federal court within located in the State of DelawareDelaware (or in any appellate court thereof) (the “Specified Courts”). Each of the parties party hereto hereby irrevocably (a) submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal exclusive jurisdiction of any Specified Court for the aforesaid courts and agrees that it will not bring purpose of any action Action arising out of or relating to this Agreement in brought by any court other than the aforesaid courts. Each of the parties party hereto hereby and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any action or proceeding with respect to this Agreementsuch Action, (a) any claim that it is not subject personally subject to the jurisdiction of the above-named courts for any reasoncourts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court attachment or from any legal process commenced in such courts (whether through service of noticeexecution, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to that the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in such court Action is brought in an inconvenient forum, (ii) that the venue of such suit, action or proceeding the Action is improper or (iii) this Agreementimproper, or that this Agreement or the subject matter hereof, transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Xxx. 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 courtsprocess to such party at the applicable address set forth in Section ‎3(g). Nothing in this Section ‎3(d) shall affect the right of any party to serve legal process in any other manner permitted by Law.

Governing Law; Jurisdiction. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby, shall be governed by by, and construed and enforced in accordance with with, the laws Laws of the State of Delaware Delaware, without reference giving effect to the principles or rules of conflict of laws to the extent such principles thereofor rules would require or permit the application of Laws of another jurisdiction. Each Any Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby may be brought in federal and state courts located in the State of Delaware, and each of the parties hereto irrevocably submits to the exclusive jurisdiction of each such court in any such Action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment all claims in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, Action shall be brought heard and determined exclusively only in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waivescourt, and agrees not to assert bring any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any Party to serve process in any manner permitted by Law or to commence legal proceedings or otherwise proceed against any other Party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 2(d). Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding with respect relating to the transactions contemplated by this Agreement, (a) any claim that it is not personally subject to the jurisdiction on behalf of the above-named courts for any reasonitself, (b) any claim that it or its property is exempt or immune from jurisdiction property, by personal delivery of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue copies of such suit, action or proceeding is improper or (iii) this Agreement, or process to such party at the subject matter hereof, may not be enforced applicable address set forth in or by such courtsSection 2(g).

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware Delaware, without reference regard to the conflict of laws law principles thereof. Each All Actions arising out of the parties hereto irrevocably agrees that any legal action or proceeding with respect relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought heard and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within of the State of Delaware (orDelaware, if or to the Delaware extent such Court of Chancery declines to accept jurisdiction over a particular matterdoes not have subject matter jurisdiction, any federal court within the State of DelawareDelaware (and any courts having jurisdiction over appeals therefrom) (the “Specified Courts”). Each of the parties party hereto hereby irrevocably (i) submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal exclusive jurisdiction of any Specified Court for the aforesaid courts and agrees that it will not bring purpose of any action Action arising out of or relating to this Agreement in brought by any court other than the aforesaid courts. Each of the parties party hereto hereby and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any action or proceeding with respect to this Agreementsuch Action, (a) any claim that it is not subject personally subject to the jurisdiction of the above-named courts for any reasoncourts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court attachment or from any legal process commenced in such courts (whether through service of noticeexecution, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to that the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in such court Action is brought in an inconvenient forum, (ii) that the venue of such suit, action or proceeding the Action is improper or (iii) this Agreementimproper, or that this Agreement or the subject matter hereof, transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such courtsprocess to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware Alabama (i.e., without reference giving effect to any choice or conflict of law provision or rule (whether of the State of Alabama or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Alabama). Subject to Section 12(i) and the last sentence of this Section 12(g), each of the Parties hereby (i) irrevocably submits to the conflict exclusive jurisdiction of laws principles thereof. Each of the parties hereto irrevocably agrees that any legal action state court sitting in Shelby County, Alabama or federal court sitting in Jefferson County, Alabama in any action, suit or proceeding with respect arising out of or relating to this Agreement that by law cannot be resolved by arbitration and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment agrees that all claims in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself may be heard and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement determined in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably such court, (ii) waives, and agrees not to assert in any such suit, action or proceeding with respect to this Agreementproceeding, (a) any claim that it (A) such Party is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from of any legal process commenced other court to which proceedings in such courts court may be appealed, (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwiseB) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the such suit, action or proceeding in such court is brought in an inconvenient forum, forum or (iiC) the venue of such suit, action or proceeding is improper or improper, (iii) expressly waives any requirement for the posting of a bond by the party bringing such suit, action or proceeding and (iv) consents to process being served in any such suit, action or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such party at the address in effect for notices hereunder, and agrees that such services shall constitute good and sufficient service of process and notice thereof. Nothing in this AgreementAgreement shall affect or limit any right to serve process in any other manner permitted by law or shall be construed to prevent the Purchaser or the Company from bringing and pursuing, or in any way limit, the subject matter hereofright of the Purchaser or the Company to bring or pursue, may not be enforced any action arising out of or in connection with Sections 6(d), (e) or by such courts(f) in any jurisdiction where Seller is allegedly conducting the prohibited activity.

Governing Law; Jurisdiction. This Agreement shall be governed by by, --------------------------- and construed and enforced in accordance with the laws of the State of Delaware Maryland without reference regard to the conflict choice of laws principles thereoflaw rules utilized in that jurisdiction. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement Buyer and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware Seller each (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto a) hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, submit to the personal jurisdiction of the aforesaid courts of that state and agrees that it will (b) hereby waive, and agree not bring any action relating to this Agreement assert, by way of motion, as a defense, or otherwise, in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waivessuch suit, and agrees not to assert in any action or proceeding with respect to this Agreementproceeding, (a) any claim that it is not subject personally subject to the jurisdiction of the above-named courts for any reasoncourts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court attachment or from any legal process commenced in such courts (whether through service of noticeexecution, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) that the venue of such the suit, action or proceeding is improper or (iii) that this Agreement, Agreement or the subject matter hereof, hereof may not be enforced in or by such courtscourt. Buyer and Seller each hereby consent to service of process by registered mail at the address to which notices are to be given. Each of Buyer and Seller agrees that its submission to jurisdiction and its consent to service of process by mail is made for the express benefit of the other party hereto. Final judgment against Buyer or Seller in any such action, suit or proceeding may be enforced in other jurisdictions by suit, action or proceeding on the judgment, or in any other manner provided by or pursuant to the laws of such other jurisdiction; provided, -------- however, that any party may at its option bring suit, or institute other ------- judicial proceedings, in any state or federal court of the United States or of any country or place where the other party or its assets, may be found.

Governing Law; Jurisdiction. (a) This Agreement shall be governed by by, and construed and enforced in accordance with with, the laws Laws of the State of Delaware without reference applicable to contracts executed in and to be performed entirely within that State, regardless of the Laws (including any statutes of limitations) that might otherwise govern under any applicable conflict of laws principles thereofLaws principles. Each (b) All legal actions or proceedings arising out of the parties hereto irrevocably agrees that any legal action or proceeding with respect relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought heard and determined exclusively in the Delaware Chancery Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Chancery Court of Chancery the State of Delaware declines to accept jurisdiction over a particular matterany legal action or proceeding, any state or federal court within the State of Delaware). Each of ) and the parties hereto hereby irrevocably submits with regard submit to the exclusive jurisdiction and venue of such courts in any such legal action or proceeding for itself and in respect irrevocably waive the defense of its property, generally and unconditionally, an inconvenient forum or lack of jurisdiction to the personal maintenance of any such legal action or proceeding. The consents to jurisdiction and venue set forth in this Section 7.07 shall not constitute general consents to service of process in the aforesaid courts State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. Each party hereto agrees that it will not bring service of process upon such party in any legal action or proceeding arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 7.10 of this Agreement. The parties hereto agree that a final judgment in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert in any such legal action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) shall be conclusive and (c) to the fullest extent permitted by applicable legal requirements, any 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 Agreement, or the subject matter hereof, may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courts.applicable Law; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment. Section 7.08

Governing Law; Jurisdiction. This Agreement shall will be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference New York. Any action against either party hereto, including any action for provisional or conservatory measures or action to the conflict of laws principles thereof. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of enforce any judgment entered by any court in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assignsany thereof, shall may be brought and determined exclusively in any federal or state court of competent jurisdiction located in the Delaware Court Borough of Chancery and any state appellate court therefrom within Manhattan in the State of Delaware (orNew York, if and each party hereto irrevocably consents to the Delaware jurisdiction and venue in the United States District Court for the Southern District of New York and 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 Supreme Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware)New York, New York County, and in the courts hearing appeals therefrom. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the parties party hereto hereby irrevocably waives, and agrees not to assert assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reasonreason other than the failure to serve process in accordance with this Agreement, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) ), and (c) to the fullest extent permitted by applicable legal requirementslaw, any claim that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) that the venue of such suit, action or proceeding is improper improper, or (iii) that this Agreement, or the subject matter hereofhereof or thereof, may not be enforced in or by such courtscourts 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 and of the United States of America.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware Delaware, without reference regard to the conflict of laws law principles thereof. Each All Actions arising out of the parties hereto irrevocably agrees that any legal action or proceeding with respect relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought heard and determined exclusively in the Delaware Chancery Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Chancery Court of Chancery the State of Delaware declines to accept jurisdiction over a particular matter, any state or U.S. federal court within located in the State of Delaware) (or in any appellate courts thereof)) (the “Specified Courts”). Each of the parties party hereto hereby irrevocably (i) submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal exclusive jurisdiction of any Specified Court for the aforesaid courts and agrees that it will not bring purpose of any action Action arising out of or relating to this Agreement in brought by any court other than the aforesaid courts. Each of the parties party hereto hereby and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any action or proceeding with respect to this Agreementsuch Action, (a) any claim that it is not subject personally subject to the jurisdiction of the above-named courts for any reasoncourts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court attachment or from any legal process commenced in such courts (whether through service of noticeexecution, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to that the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in such court Action is brought in an inconvenient forum, (ii) that the venue of such suit, action or proceeding the Action is improper or (iii) this Agreementimproper, or that this Agreement or the subject matter hereof, transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Xxx. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such courtsprocess to such party at the applicable address set forth or referred to in Section 5(g). Nothing in this Section 5(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

Governing Law; Jurisdiction. This Agreement Amendment shall be governed by and by, construed and enforced in accordance with the laws Laws of the State of Delaware without reference regard to the conflict of laws principles thereof. Each All Actions arising out of the parties hereto irrevocably agrees that any legal action or proceeding with respect relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, Amendment shall be brought heard and determined exclusively in the Delaware Court of Chancery and any state appellate or federal court therefrom within located in New Castle County, Delaware. The Parties hereby: (a) submit to the State exclusive jurisdiction of any Delaware state or federal court for the purpose of any Action arising out of or relating to this Amendment brought by any Party and (orb) irrevocably waive, if the Delaware Court and agree not to assert by way of Chancery declines to accept jurisdiction over a particular mattermotion, defense or otherwise, in any such Action, any federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, claim that it is not subject personally to the personal jurisdiction of the aforesaid courts and agrees above-named courts, that it will 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 Amendment or the transactions contemplated hereby may not bring be enforced in or by any action relating to this Agreement in any court other than of the aforesaid above-named courts. Each of the parties hereto hereby irrevocably waivesParent, Merger Sub, and Chaparral agrees not to assert that a final judgment in any action or proceeding with respect to this Agreementwhich all appeals have been taken or waived, (a) shall be conclusive and may be enforced in any claim that it is not personally subject other jurisdiction by suit on the judgment or in any other manner provided by Law. Each of Parent, Merger Sub, and Chaparral irrevocably consents to the jurisdiction service of the above-named courts for summons and complaint and any reason, (b) other process in any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, other action or proceeding in such court is brought in an inconvenient forumrelating to the transactions contemplated by this Amendment, (ii) the venue on behalf of itself or its property, by personal delivery of copies of such suit, action or proceeding is improper or (iii) process to such Party. Nothing in this Agreement, or Section 5 shall affect the subject matter hereof, may not be enforced right of any Party to serve legal process in or any other manner permitted by such courtsLaw.

Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware Delaware, without reference regard to the conflict of laws law principles thereof. Each All Actions arising out of the parties hereto irrevocably agrees that any legal action or proceeding with respect relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought heard and determined exclusively in the Delaware Chancery Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Chancery Court of Chancery the State of Delaware declines to accept jurisdiction over a particular matter, any U.S. state or federal court within located in the State of DelawareDelaware (or in any appellate court thereof) (the “Specified Courts”). Each of the parties party hereto hereby irrevocably (i) submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal exclusive jurisdiction of any Specified Court for the aforesaid courts and agrees that it will not bring purpose of any action Action arising out of or relating to this Agreement in brought by any court other than the aforesaid courts. Each of the parties party hereto hereby and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any action or proceeding with respect to this Agreementsuch Action, (a) any claim that it is not subject personally subject to the jurisdiction of the above-named courts for any reasoncourts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court attachment or from any legal process commenced in such courts (whether through service of noticeexecution, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to that the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in such court Action is brought in an inconvenient forum, (ii) that the venue of such suit, action or proceeding the Action is improper or (iii) this Agreementimproper, or that this Agreement or the subject matter hereof, transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Xxx. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such courtsprocess to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable Law.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware applicable to contracts made and wholly-performed within such state, without reference regard to the conflict any applicable conflicts of laws principles thereoflaw principles. Each of the parties hereto hereby irrevocably agrees that and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery, or, if (and only if) such court lacks subject matter jurisdiction, any legal Federal court of the United States of America sitting in the State of Delaware, and the respective appellate courts from the foregoing (all of the foregoing, collectively, the “Delaware Courts”), in any action or proceeding with respect arising out of or relating to this Agreement and or the rights and obligations arising hereunder, agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition and or enforcement of any judgment in respect of this Agreement relating thereto, and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each each of the parties hereto hereby irrevocably submits with regard and unconditionally (i) agrees not to commence any such action or proceeding for itself and except in the applicable Delaware Court, (ii) agrees that any claim in respect of its propertyany such action or proceeding may be heard and determined in the applicable Delaware Court, generally and unconditionally(iii) waives, to the personal jurisdiction of the aforesaid courts fullest extent it may legally and agrees effectively do so, any objection that it will not bring may now or hereafter have to the laying of venue of 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 such action or proceeding with respect to this Agreementin the applicable Delaware Court, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (civ) waives, to the fullest extent permitted by applicable legal requirementsApplicable Law, any claim that (i) the suit, defense of an inconvenient forum to the maintenance of such action or proceeding in the applicable Delaware Court. Each of the parties agrees that a final judgment in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by such courtsApplicable Law. Each party irrevocably consents to service of process in the manner provided for by Applicable Law. Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by Applicable Law.

Governing Law; Jurisdiction. This Agreement agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the Delaware, U.S.A., its rules of conflict of laws principles thereofnotwithstanding. Each of Ashland and Buyer irrevocably submits to the parties hereto irrevocably agrees that exclusive jurisdiction of the Delaware Court of Chancery or, if such court does not have jurisdiction, any legal Delaware state court or United States Federal court sitting in the State of Delaware, and any appellate court from any thereof, for the purposes of any Proceeding arising out of this Agreement, the Ancillary Agreements, or any Contemplated Transaction (including any action or proceeding with respect to this Agreement and involving any of the rights and obligations arising hereunderFinancing Sources), or for recognition and or enforcement of any judgment judgment, and each party irrevocably and unconditionally agrees that all claims in respect of this Agreement such Proceeding may be heard in such state court or, to the extent permitted by applicable Law, in such Federal court. Each of Ashland and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively Buyer agree to commence any such Proceeding either in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the such Proceeding may not be brought in such court for jurisdictional reasons, in any Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal state court within or United States Federal court sitting in the State of Delaware). Each of the parties hereto hereby irrevocably submits Ashland and Buyer further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s address set forth above shall be effective service of process for any action, suit or proceeding in Delaware with regard respect to any matters to which such action party has submitted to jurisdiction in this Section 11.11. Each of Ashland and Buyer irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding for itself and in respect arising out of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or the Ancillary Agreements or any Contemplated Transaction, in any court other than referred to in the aforesaid courts. Each first sentence of the parties hereto this Section 11.11 and hereby further irrevocably waives, and unconditionally waives and agrees not to assert plead or claim in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from that any legal process commenced in such courts (whether through service of noticeaction, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action suit or proceeding brought in any such court is has been brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Jurisdiction. This Agreement shall be governed by by, and construed and enforced in accordance with with, the laws Laws of the State of Delaware without reference applicable to the conflict contracts executed in and to be performed in that State. All legal actions and proceedings arising out of laws principles thereof. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought heard and determined exclusively in any Delaware Chancery Court; provided, however, that if jurisdiction is not then available in the Delaware Court of Chancery and Court, then any state appellate such legal Action may be brought in any federal court therefrom within located in the State of Delaware or any other Delaware state court. The Parties hereby (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto hereby a) irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, submit to the personal exclusive jurisdiction of the aforesaid courts for themselves and agrees that it will not bring with respect to their respective properties for the purpose of any action Action arising out of or relating to this Agreement brought by any Party and (b) agree not to commence any Action relating thereto except in the courts described above in Delaware, other than Actions in any court other than the aforesaid courtsof competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each Party further agrees that notice as provided herein shall constitute sufficient service of process and the parties hereto Parties further waive any argument that such service is insufficient. Each Party hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any action Action arising out of or proceeding with respect relating to this AgreementAgreement or the Transactions, (ai) any claim that it is not personally subject to the jurisdiction of the above-named courts in Delaware as described herein for any reason, (bii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding Action in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware without reference giving effect to the any choice or conflict of law provision or rule that would cause the application of laws principles thereofof any jurisdiction other than those of the State of Delaware. Each of the parties hereto irrevocably Party agrees that it shall bring any legal suit, action or other proceeding with in respect of any claim arising out of or related to this Agreement and the rights and obligations arising hereunder(each, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined an “Action”) exclusively in (a) the Delaware Court of Chancery in and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it 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, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reasonNew Castle County, (b) any claim in the event (but only in the event) that it or its property is exempt or immune from jurisdiction of any such court does not have subject matter jurisdiction over such Action, the United States District Court for the District of Delaware or from any legal process commenced (c) in the event (but only in the event) such courts identified in clauses (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwisea) and (cb) to the fullest extent permitted by applicable legal requirementsdo not have subject matter jurisdiction over such Action, any claim that other Delaware state court (collectively, the “Chosen Courts”), and, solely in connection with an Action, (i) irrevocably submits to the suit, action or proceeding in such court is brought in an inconvenient forumexclusive jurisdiction of the Chosen Courts, (ii) irrevocably submits to the exclusive venue of any such suitAction in the Chosen Courts and waives any objection to laying venue in any such Action in the Chosen Courts, action or proceeding is improper or (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party hereto and (iv) agrees that service of process upon such Party in any such Action shall be effective if notice is given in accordance with Section 16 of this Agreement, or . Each Party agrees that a final judgment in any Action brought in the subject matter hereof, Chosen Courts shall be conclusive and binding upon each of the Parties and may not be enforced in any other courts, the jurisdiction of which each of the Parties is or may be subject, by suit upon such courtsjudgment.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws thereof, except to the extent that mandatory provisions of federal law apply or mandatory principles of law require the application of the NJBCA. Each of the Parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the State of Delaware without reference to and any appellate court thereof and any United States District Court for the conflict State of laws principles Delaware and any appellate court thereof. Each of the parties hereto irrevocably agrees that , in any legal action or proceeding with respect arising out of or relating to this Agreement and or the rights and obligations arising hereunder, agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition and or enforcement of any judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally (a) agrees not to commence any such action except in such courts, (b) agrees that any claim in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself may be heard and determined in respect of its propertysuch courts, generally and unconditionally(c) waives, to the personal jurisdiction fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to venue of the aforesaid courts and agrees that it 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 such action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of in any such court or from any legal process commenced in such courts (whether through service of noticecourts, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (cd) waives, to the fullest extent permitted by applicable legal requirementsLaw, the defense of any claim that (i) inconvenient forum to the suit, maintenance of such action or proceeding in any such court is brought courts. Each of the Parties hereto agrees that a final judgment in an inconvenient forum, (ii) the venue of any such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, shall be conclusive and may not be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each of the Parties irrevocably consents to service of process in any such courtsaction or proceeding in the manner provided for notices in Section ‎7.13 of this Agreement; provided, that nothing in this Agreement shall affect the right of any Party to this Agreement to serve process in any other manner permitted by Law.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware without reference to (excluding those choice-of-law principles of such State that would permit the conflict of laws principles thereof. Each application of the parties hereto irrevocably agrees that laws of a jurisdiction other than such State), without regard to any legal applicable conflicts-of-law principles. Any suit, action or proceeding with respect brought by any party to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement and or the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, transactions contemplated hereby shall be brought and determined exclusively in the Delaware Chancery Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if to the Delaware Court of Chancery declines to accept extent such court shall not have jurisdiction over a particular the subject matter, in any state or federal court within the State of sitting in New Castle County, Delaware). Each , and each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it 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, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from exclusive jurisdiction of any such court in any suit, action or from proceeding seeking to enforce any legal process commenced provision of, or based on any matter arising out of, or in connection with, this Agreement or the transactions contemplated hereby; provided, however, that any judgment in any such courts (whether through service of noticesuit, attachment prior to judgmentaction or proceeding may be enforced in any court with jurisdiction over the subject matter. Each party irrevocably waives, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirementslaw, any claim objection that (i) it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of or that any such suit, action or proceeding is improper brought in any such court has been brought in an inconvenient forum. Process in any such action, suit or (iii) this Agreementproceeding may be served on any party anywhere in the world, whether within or without the subject matter hereofjurisdiction of any such court. Without limiting the foregoing, may not each party agrees that service of process on such party in any manner provided for notice in Section 5.12 shall be enforced in or by deemed effective service of process on such courtsparty.

Governing Law; Jurisdiction. (a) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware Delaware, without reference giving effect to the 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 principles thereofof any jurisdiction other than the State of Delaware; provided, however, that the Merger (and the fiduciary duties of the Company's directors and officers in connection with the Merger and this Agreement in general) shall be exclusively governed by and construed in accordance with the laws of the State of Indiana, without giving effect to any choice or conflict of law provision or rule. Each In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court state or federal courts of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this 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 action or proceeding with respect to this Agreement, (aA) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reasonreason other than the failure to serve in accordance with this Section 8.4, (bB) 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 (cC) to the fullest extent permitted by the applicable legal requirementsLaw, any claim that (i) the suit, action or proceeding Action in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware Delaware, without reference regard to the conflict laws that might be applicable under conflicts of laws principles thereofprinciples. Each of the parties hereto Schick, Luxco and Sirona irrevocably agrees that any legal action or proceeding actiox xx xroceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder hereof brought by the other party hereto or its successors or assigns, shall assigns may be brought and determined exclusively in the Delaware Court Chancery or other Courts of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each , and each of the parties hereto Schick, Luxco and Sirona hereby irrevocably submits with regard to any tx xxx such action or proceeding for itself and in respect of to its property, generally and unconditionally, to the personal exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the parties hereto Schick, Luxco and Sirona hereby irrevocably waives, and agrees not to assert nox xx xssert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reasonreason other than the failure to lawfully serve process, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) ), and (c) to the fullest extent permitted by applicable legal requirementslaw, any claim that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Jurisdiction. This Agreement Any dispute, disagreement, conflict of interpretation or claim arising out of or relating to this Agreement, or its enforcement, shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference Florida. Buyer and Seller hereby irrevocably and unconditionally submit for themselves and their property, to the conflict nonexclusive jurisdiction of laws principles Federal and State courts of the State of Florida and any appellate court thereof, in any action or 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 agree that all claims in respect of any such action or proceeding may be heard and determined in Florida, or, to the extent permitted by law, in such Federal court. Each of the parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto irrevocably agrees that and unconditionally waives, to the fullest extent it may legally and effectively do so, any legal objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, out of or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courtsreferred to above. Each of the parties hereto hereby irrevocably waives, and agrees not to assert in any the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding with respect in any such court. Each party to this Agreement, (a) any claim that it is not personally subject Agreement irrevocably consents to service of process in the jurisdiction of manner provided for notices below. Nothing in this Agreement will affect the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction right of any such court or from party to this Agreement to serve process in any legal process commenced in such courts (whether through service of noticeother manner permitted by law. Each party hereto hereby waives, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirementslaw, any claim that 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 (i) the suitwhether based on contract, tort or any other theory). If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses including but not limited to court costs incurred with the investigation, preparation and prosecution of such action or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courtsproceeding.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware New York, without reference regard to the conflict conflicts of laws law principles thereof. Each of the parties Parties hereto irrevocably agrees that any legal action or proceeding with respect arising out of, in connection with, or relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder hereof brought by the any other party Party hereto or its successors or assigns, assigns shall be brought and determined exclusively in by the Delaware United States District Court for the Southern District of Chancery and New York (or if such court will not accept jurisdiction, any federal court, or if such courts will not accept jurisdiction, any state appellate court therefrom within court, in each case in the State of Delaware (orNew York), if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each and each of the parties Parties hereto (on behalf of itself and any Person claiming by, through or on behalf of such Party) hereby irrevocably submits to the exclusive jurisdiction of the aforesaid court for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding for itself and in respect arising out of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any action, suit or proceeding relating thereto except in any court other than the aforesaid such courts). Each of the parties Parties hereto further agrees to accept service of process in any manner permitted by such court. Each of the Parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding with respect arising out of or relating to this AgreementAgreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reasonreason other than the failure lawfully to serve process, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirementslaw, any claim that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Jurisdiction. This Agreement Any dispute, disagreement, conflict of interpretation or claim arising out of or relating to this Agreement, or its enforcement, shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference New York. Buyer and Seller hereby irrevocably and unconditionally submit for themselves and their property, to the conflict nonexclusive jurisdiction of laws principles Federal and State courts of the State of York and any appellate court thereof, in any action or 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 agree that all claims in respect of any such action or proceeding may be heard and determined in New York, or, to the extent permitted by law, in such Federal court. Each of the parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto irrevocably agrees that and unconditionally waives, to the fullest extent it may legally and effectively do so, any legal objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, out of or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courtsreferred to above. Each of the parties hereto hereby irrevocably waives, and agrees not to assert in any the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding with respect in any such court. Each party to this Agreement, (a) any claim that it is not personally subject Agreement irrevocably consents to service of process in the jurisdiction of manner provided for notices below. Nothing in this Agreement will affect the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction right of any such court or from party to this Agreement to serve process in any legal process commenced in such courts (whether through service of noticeother manner permitted by law. Each party hereto hereby waives, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirementslaw, any claim that (i) the suit, action right it may have to a trial by jury in any legal proceeding directly or proceeding in such court is brought in an inconvenient forum, (ii) the venue indirectly arising out of such suit, action or proceeding is improper or (iii) relating to this Agreement, agreement or the subject matter hereoftransactions contemplated hereby (whether based on contract, may not be enforced in tort or by such courts.any other theory). Each party hereto:

Governing Law; Jurisdiction. This Agreement is executed by the parties hereto in and shall be governed by and construed and enforced in accordance with and governed by the laws of the State of Delaware domicile of the party against whom enforcement is sought without reference giving effect to the conflict principles of laws principles conflicts of law thereof. Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and or the rights and obligations arising hereundertransactions contemplated hereby, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder hereof, brought by the other party hereto or its successors or assigns, shall assigns may be brought and determined exclusively in the Delaware Court federal courts sitting in the state of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each domicile of the parties hereto party against whom enforcement is sought, and each party hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal exclusive jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the parties party hereto hereby irrevocably waives, and agrees not to assert assert, by way of a motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reasonreason other than the failure to lawfully serve process, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) ), and (c) to the fullest extent permitted by applicable legal requirementslaw, any claim that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or improper, and (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware without reference Minnesota applicable to contracts made and to be performed therein. Each Seller and the Company (i) hereby irrevocably submits to the conflict of laws principles thereof. Each of the parties hereto irrevocably jurisdiction of, and agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought suit by the other party hereto or its successors or assigns, it shall be brought only in, the state and determined exclusively federal courts located in the Delaware Court City of Chancery Minneapolis and any state appellate court therefrom within the State of Delaware (orMinnesota for the purpose of any suit, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or other proceeding for itself arising out of or based upon this Agreement or the transactions contemplated hereby, and in respect of its property, generally and unconditionally, (ii) hereby waives to the personal jurisdiction of the aforesaid courts and agrees that it will extent not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waivesprohibited by applicable law, and agrees not to assert assert, by way of motion, as a defense or otherwise, in any action or proceeding with respect to this Agreementsuch proceeding, (a) any claim that it is not subject personally subject to the jurisdiction of the above-named courts for any reasoncourts, (b) any claim that it or its property is exempt or immune from jurisdiction of attachment or execution, that any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forumone of the above-named courts is improper, (ii) the venue of such suit, action or proceeding is improper or (iii) that this Agreement, or the subject matter hereoftransactions contemplated hereby, may not be enforced in or by such courtscourt. The Company hereby irrevocably designates and appoints Ravich, Meyer, Wilson, Kirkman, XxXxxxx & Xxxxxx, P.A., who has agreed to accept process on behalf of the Company, as its authorized agent to receive service of process on its behalf in connection with any legal matters or proceedings pertaining to this Agreement or the transactions contemplated hereby and hereby consents to service of process in any such proceeding by registered or certified mail, return receipt requested, at such address. As an alternative method of service, the Company also irrevocably consents to the service of process in any such matter or proceeding by the delivery of copies of such process to the Company as provided by Section 12(d). Nothing contained in this Section shall affect the right of the Parent to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against the Company in any other jurisdiction. In the event the Company should commence or maintain any action arising out of or related to this Agreement in a forum other than the state and federal courts located in the City of Minneapolis and State of Minnesota, the Parent shall be entitled to request the dismissal of such action, and the Company stipulates that such action shall be dismissed.

Governing Law; Jurisdiction. This Agreement shall will be governed by by, and construed and enforced in accordance with with, the laws Laws of the State of Delaware New York, without reference regard to the any choice or conflict of laws principles thereofprovision or rule (whether of the State of New York or any other jurisdiction) that are not mandatorily applicable by Law and would permit or require the application of the Laws of another jurisdiction. Each of the parties hereto Parties irrevocably agrees that any and all legal action actions, proceedings or proceeding with respect counterclaims (whether based on contract, tort or otherwise) arising out of or relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, assigns shall be brought and determined exclusively in any New York State or federal court sitting in the Delaware Court borough of Chancery and any state appellate court therefrom within the State Manhattan in The City of Delaware New York (or, solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular mattersuch court lacks subject matter jurisdiction, in any appropriate New York State or federal court within the State of Delawarecourt). Each , and each of the parties hereto Parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding for itself and in respect arising out of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action or relating to this Agreement in any court other than and the aforesaid courtstransactions contemplated hereby. Each of the parties hereto Parties agrees not to commence any action, suit, and proceeding or counterclaim relating thereto, except in the courts described above in New York, other than actions in any court of competent jurisdiction to 104 enforce any judgment, decree or award rendered by any such court in New York as described herein. Each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert assert, by way of motion or as a defense, counterclaim or otherwise, in any legal action or proceeding with respect arising out of or relating to this AgreementAgreement or the transactions contemplated hereby, (ai) any claim that it is not personally subject to the jurisdiction of the above-named courts in New York as described herein for any reason, (bii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (ciii) to the fullest extent permitted by applicable legal requirements, any claim that (iA) the suit, action or proceeding in any such court is brought in an inconvenient forum, (iiB) the venue of such suit, action or proceeding is improper or (iiiC) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Nothing in this Section 11.8 shall be deemed to prevent any party from seeking to remove any action to a federal court in the State of New York. Notwithstanding the foregoing, each of the Parties hereto hereby agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Debt Financing Commitment or the performance thereof, in any forum other than a court of competent jurisdiction sitting in the borough of Manhattan in the City of New York, New York, whether a state or federal court, and that the provisions of Section 11.10 relating to the waiver of jury trial shall apply to any such action, cause of action, claim, cross-claim or third-party claim.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware Delaware, without reference giving effect to the any choice or conflict of laws principles thereof. Each law provision or rule (whether of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each of Parent, Merger Sub and the Company irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, for the purposes of any Actions, arising out of or related to this Agreement (or, solely if the Delaware Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matterany such Action, any state or federal court within the State of Delaware) (the “Chosen Court”). Each of Parent, Xxxxxx Sub and the Company agrees to commence any Action relating hereto in the applicable Chosen Court pursuant to the immediately preceding sentence. Each of Parent, Merger Sub and the Company irrevocably and unconditionally waives any objection to the laying of venue of any Action arising out of or related of this Agreement or the transactions contemplated hereby in the applicable Chosen Court, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Action brought in any such court has been brought in an inconvenient forum. Each of Parent, Merger Sub and the Company irrevocably waives any objections or immunities to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any Action against it arising out of or relating to this Agreement or the transactions contemplated hereby which is instituted in any such court. Notwithstanding the foregoing, the parties agree that a final trial court judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by Action on the judgment or in any other manner provided by applicable Law; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, such final trial court judgment. Each of the parties hereto hereby irrevocably submits with regard agrees that service of process, summons, notice or document by registered mail addressed to it at the addresses set forth in Section 8.7 shall be effective service of process for any Action brought in any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement 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, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any 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 Agreement, or the subject matter hereof, may not be enforced in or by such courtscourt.

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 negotiation, execution or performance hereof (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) shall be governed by and by, construed and enforced in accordance with the laws Laws (both substantive and procedural) of the State of Delaware Delaware, without reference regard to the conflict of laws principles thereof. Each , except that the Mergers, the internal affairs of Purchaser and any provisions of this Agreement that are expressly or otherwise required to be governed by the Cayman Act, shall be governed by the Laws of the parties hereto Cayman Islands (without giving effect to choice of law principles thereof) in respect of which the Parties irrevocably agrees that any legal action submit to the non-exclusive jurisdiction of the Courts of the Cayman Islands. Subject to the immediately preceding sentence, all Actions arising out of or proceeding with respect relating to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought heard and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within of the State of Delaware (orDelaware, if or to the Delaware extent such Court of Chancery declines to accept jurisdiction over a particular matterdoes not have subject matter jurisdiction, any federal court within the State of DelawareDelaware (and any courts having jurisdiction over appeals therefrom) (the “Specified Courts”). Each of the parties Party hereto hereby irrevocably (a) submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the exclusive personal and subject matter jurisdiction of any Specified Court for the aforesaid courts and agrees that it will not bring purpose of any action Action arising out of or relating to this Agreement in brought by any court other than the aforesaid courts. Each of the parties Party hereto hereby and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any action or proceeding with respect to this Agreementsuch Action, (a) any claim that it is not personally subject to the personal or subject matter jurisdiction of the above-named courts for any reasoncourts, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court attachment or from any legal process commenced in such courts (whether through service of noticeexecution, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to that the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in such court Action is brought in an inconvenient forum, (ii) that the venue of such suit, action or proceeding the Action is improper or (iii) this Agreementimproper, or that this Agreement or the subject matter hereof, transactions contemplated hereby may not be enforced in or by any Specified Court. Each Party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to 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 courtsprocess 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 manner permitted by Law.