Common use of Jurisdiction and Venue; Waiver of Jury Trial Clause in Contracts

Jurisdiction and Venue; Waiver of Jury Trial. Each of Issuer and Grantee hereby agrees that any proceeding relating to this Agreement shall be brought solely in a court in the State of Delaware. Each of Issuer and Grantee hereby consents to personal jurisdiction in any such action brought in any such Delaware court, consents to service of process by registered mail made upon such party and such party's agent and waives any objection to venue in any such Delaware court or to any claim that any such Delaware court is an inconvenient forum. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(k).

Jurisdiction and Venue; Waiver of Jury Trial. Each of Issuer and Grantee hereby agrees that any proceeding relating to this Agreement shall be brought solely in a court in the State of Delaware. Each of Issuer and Grantee hereby consents to personal jurisdiction in any such action brought in any such Delaware courtEXCEPT AS SET FORTH IN SECTION 2.5(a) OF THIS AGREEMENT, consents to service of process by registered mail made upon such party and such party's agent and waives any objection to venue in any such Delaware court or to any claim that any such Delaware court is an inconvenient forum. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY ALL ACTIONS OR INDIRECTLY PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT AND EACH OF THE TRANSACTION DOCUMENTS SHALL BE BROUGHT IN, AND EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS WITH RESPECT TO THIS AGREEMENT TO THE EXCLUSIVE JURISDICTION OF, THE DELAWARE COURT OF CHANCERY IN NEW CASTLE COUNTY, OR IN THE EVENT (BUT ONLY IN THE EVENT) THAT SUCH COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION OVER SUCH ACTION, THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE. EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE IN ANY SUCH COURT OF ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. A FINAL JUDGMENT IN ANY SUCH ACTION OR LEGAL PROCEEDING MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH PARTY FURTHER AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL TO SUCH PARTY’S RESPECTIVE ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUCH ACTION OR LEGAL PROCEEDING. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTHEREBY OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF. EACH PARTY FURTHER WAIVES ANY RIGHT TO SEEK TO CONSOLIDATE ANY PROCEEDING IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER PROCEEDING IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (iI) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTEDREPRESENTED OR WARRANTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (iiII) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iiiIII) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (ivIV) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(k)11.8.

Jurisdiction and Venue; Waiver of Jury Trial. Each Any proceeding or Action based upon, arising out of Issuer or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or the United States District Court for the District of Delaware) (the “Designated Courts”), and Grantee hereby each of the parties irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be brought solely in a court in deemed to affect the State right of Delaware. Each of Issuer and Grantee hereby consents any party to personal jurisdiction serve process in any such action brought manner permitted by Applicable Law or to commence legal Proceedings or otherwise proceed against any other party in any such Delaware courtother jurisdiction, consents in each case, to service of process by registered mail made upon such party and such party's agent and waives any objection to venue enforce judgments obtained in any such Delaware court Action, suit or proceeding brought pursuant to any claim that any such Delaware court is an inconvenient forumthis Section 3.14. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY IRREVOCABLY, UNCONDITIONALLY AND UNCONDITIONALLY VOLUNTARILY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTHEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVESponsor hereby irrevocably appoints Cogency Global Inc., AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTEDwith offices at the date of this Agreement located at 000 Xxx Xxxxxx Xx, EXPRESSLY OR OTHERWISESte. 201 Dover, THAT SUCH OTHER PARTY WOULD NOTDelaware 19904, IN THE EVENT OF LITIGATIONas its authorized agent on which any and all legal process may be served in any such action, SEEK TO ENFORCE THE FOREGOING WAIVERsuit or proceeding brought in the Designated Courts pursuant to this Section 3.14. Sponsor agrees that service of process in respect of it upon its agent, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVERtogether with written notice of such service given to it in the manner provided in Section 3.03, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILYshall be deemed to be effective service of process upon it in any such action, AND (iv) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BYsuit or proceeding. Sponsor agrees that the failure of its agent to give notice to it of any such service shall not impair or affect the validity of such service or any judgment rendered in any action, AMONG OTHER THINGSsuit or proceeding based thereon. If for any reason the authorized agent shall cease to be available to act as such, THE WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(k)Xxxxxxx agrees to designate a new agent in the State of Delaware, on the terms and for the purposes of this Section 3.14. Nothing herein shall be deemed to limit the ability of any other party hereto to serve any such legal process in any other manner permitted by applicable law or to obtain jurisdiction over any such party or bring actions, suits or proceedings against it in such other jurisdictions, and in such manner, as may be permitted by Applicable Law.

Jurisdiction and Venue; Waiver of Jury Trial. Each of Issuer and Grantee hereby agrees that any proceeding relating to this Agreement shall be brought solely in a court in the State of DelawareTHE UNDERSIGNED ACKNOWLEDGES THAT THIS NOTE IS BEING ACCEPTED BY THE LENDER IN PARTIAL CONSIDERATION OF XXXXXX’S RIGHT TO ENFORCE IN THE JURISDICTION STATED BELOW THE TERMS AND PROVISION OF THIS NOTE AND THE DOCUMENTS. Each of Issuer and Grantee hereby consents to personal jurisdiction in any such action brought in any such Delaware court, consents to service of process by registered mail made upon such party and such party's agent and waives any objection to venue in any such Delaware court or to any claim that any such Delaware court is an inconvenient forum. EACH PARTY ACKNOWLEDGES THE UNDERSIGNED CONSENTS TO JURISDICTION IN THE STATE OF ILLINOIS AND AGREES THAT VENUE IN ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED FEDERAL OR STATE COURT IN THE COUNTY OF COOK FOR SUCH PURPOSES AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE AND ALL RIGHTS TO CONTEST SAID JURISDICTION AND VENUE AND ANY OBJECTION THAT SAID COUNTY ARE NOT CONVENIENT. THE UNDERSIGNED WAIVES ANY RIGHTS TO COMMENCE ANY ACTION AGAINST LENDER IN ANY JURISDICTION EXCEPT THE AFORESAID COUNTY AND STATE. LENDER (BY ITS ACCEPTANCE) AND THE UNDERSIGNED HEREBY EACH EXPRESSLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY WITH RESPECT OF TO ANY LITIGATION DIRECTLY OR INDIRECTLY MATTER WHATSOEVER RELATING TO, ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY WAY CONNECTED WITH THE LOAN, THE DOCUMENTS AND/OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN TRANSACTION WHICH IS THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS SUBJECT OF THIS WAIVERNOTE. {Signature Page Follows] IREIT DG SPE MEMBER, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILYL.L.C., AND (iv) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BYa Delaware limited liability company By: INLAND REAL ESTATE INCOME TRUST, AMONG OTHER THINGSINC., THE WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(k).its sole member By: /s/ Xxxxxxxxx X. Xxxxx Name: Xxxxxxxxx X. Xxxxx Title: CFO

Jurisdiction and Venue; Waiver of Jury Trial. Each of Issuer and Grantee hereby agrees that any proceeding relating to this Agreement shall be brought solely in a court in the State of DelawareBORROWER HEREBY ACKNOWLEDGES THAT THE TRANSACTIONS EVIDENCED HEREBY ARE COMMERCIAL TRANSACTIONS. Each of Issuer and Grantee hereby consents to personal jurisdiction in any such action brought in any such Delaware court, consents to service of process by registered mail made upon such party and such party's agent and waives any objection to venue in any such Delaware court or to any claim that any such Delaware court is an inconvenient forum. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES (A) SUBMITS TO PERSONAL JURISDICTION IN THE COMMONWEALTH OF MASSACHUSETTS OVER ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY SUIT, ACTION OR INDIRECTLY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILYMORTGAGE, AND (ivB) EACH WAIVES ANY AND ALL PERSONAL RIGHTS UNDER THE LAWS OF ANY STATE (I) TO OBJECT TO JURISDICTION WITHIN SUCH STATE AND (II) TO THE RIGHT, IF ANY, TO CLAIM OR RECOVER ANY SPECIAL EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN ACTUAL DAMAGES. BORROWER AGREES THAT, IN ADDITION TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR UNDER APPLICABLE LAW, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL SERVICE OF PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO A PARTY HAS AT THE ADDRESS SET FORTH ABOVE FOR NOTICES, AND SERVICE SO MADE SHALL BE COMPLETE THREE (3) DAYS AFTER THE SAME SHALL HAVE BEEN INDUCED TENDERED FOR RECEIPT ON A BUSINESS DAY. THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS SHALL GOVERN THE RIGHTS AND OBLIGATIONS OF BORROWER AND MORTGAGEE HEREUNDER OR THE SUBMISSION HEREIN MADE BY BORROWER TO ENTER INTO PERSONAL JURISDICTION WITHIN SUCH STATE. BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY JURISDICTION AND IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF, THIS AGREEMENT BY, AMONG OTHER THINGSMORTGAGE, THE NOTE OR ANY CLAIM OR DISPUTE HOWSOEVER ARISING, BETWEEN BORROWER AND MORTGAGEE. THIS WAIVER OF JURY TRIAL SHALL BE EFFECTIVE FOR THE NOTE, THIS MORTGAGE AND EACH AND EVERY OTHER DOCUMENT EXECUTED BY BORROWER OR MORTGAGEE IN CONNECTION THEREWITH AND DELIVERED TO MORTGAGEE OR BORROWER, AS THE CASE MAY BE, WHETHER OR NOT SUCH DOCUMENT SHALL CONTAIN A WAIVER OF JURY TRIAL. BORROWER AND MORTGAGEE FURTHER CONFIRMS THAT THE FOREGOING WAIVERS ARE INFORMED AND CERTIFICATIONS IN THIS SECTION 15(k)FREELY MADE.

Jurisdiction and Venue; Waiver of Jury Trial. Each party (a) hereby irrevocably and unconditionally submits to the exclusive jurisdiction of Issuer the Designated Courts or, if no such federal court shall exercise jurisdiction or have subject matter jurisdiction, the Delaware Superior Court, and Grantee hereby any appellate court from any appeal thereof, in any suit, action or other proceeding arising out of or relating to this Agreement, (b) agrees that not to commence any suit, action or other proceeding arising out of or relating to this Agreement shall be brought solely in any court other than a court in the State of DelawareDesignated Court. Each of Issuer and Grantee hereby consents to personal jurisdiction party agrees that a final judgment in any such suit, action or other proceeding brought before a Designated Court may be enforced in any jurisdiction by suit on the judgment or in any other manner provided by Xxx. Each party hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such Delaware courtsuit, consents to service of process by registered mail made upon such party and such party's agent and waives any objection to venue in any such Delaware court action or to proceeding, any claim that any such Delaware court it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. ​ EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY ACKNOWLEDGES HERETO HEREBY FURTHER WARRANTS AND AGREES REPRESENTS THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO REVIEWED THIS AGREEMENT BYWAIVER WITH ITS LEGAL COUNSEL, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(k).THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. ​ ​

Jurisdiction and Venue; Waiver of Jury Trial. Each The state courts of Issuer the State of New York or the federal courts located within the Southern District of the State of New York shall have jurisdiction over any and Grantee hereby agrees that any proceeding all disputes between the Parties, whether in law or equity and whether based on contract, tort or otherwise, arising out of or relating to this Agreement shall be brought solely Agreement, the Other Transaction Documents and the agreements, instruments and documents contemplated hereby and thereby, and the Parties consent to and hereby submit to the jurisdiction of such courts. EACH OF THE PARTIES HEREBY WAIVES AND AGREES NOT TO ASSERT IN ANY SUCH DISPUTE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM THAT (I) SUCH PARTY IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, (II) SUCH PARTY AND SUCH PARTY’S PROPERTY IS IMMUNE FROM ANY LEGAL PROCESS ISSUED BY SUCH COURTS OR (III) ANY LITIGATION OR OTHER PROCEEDING COMMENCED IN SUCH COURTS IS BROUGHT IN AN INCONVENIENT FORUM. The Parties hereby agree that mailing of process or other papers in a connection with any Proceeding in any such court in the State of Delaware. Each of Issuer manner provided in Section 7.4 (Notices), or in such other manner as may be permitted by law, shall be valid and Grantee sufficient service thereof and hereby consents to personal jurisdiction in waive any such action brought in any such Delaware court, consents objections to service of process by registered mail made upon accomplished in such party and such party's agent and waives any objection to venue in any such Delaware court or to any claim that any such Delaware court is an inconvenient forummanner. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY HERETO WAIVES ANY THE RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF DISPUTE IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR THE TRANSACTIONS ANY MATTERS DESCRIBED OR CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT HEREIN OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILYTHEREIN, AND (iv) EACH AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(k)WAIVER.

Jurisdiction and Venue; Waiver of Jury Trial. Each Any proceeding or Action based upon, arising out of Issuer or related to this Agreement or the transactions contemplated hereby must be brought in the Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or the United States District Court for the District of Delaware) (the “Designated Courts”), and Grantee hereby each of the parties irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of each such court in any such proceeding or Action, (ii) waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, (iii) agrees that all claims in respect of the proceeding or Action shall be heard and determined only in any such court, and (iv) agrees not to bring any proceeding or Action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be brought solely in a court in deemed to affect the State right of Delaware. Each of Issuer and Grantee hereby consents any party to personal jurisdiction serve process in any such action brought manner permitted by Law or to commence Legal Proceedings or otherwise proceed against any other party in any such Delaware courtother jurisdiction, consents in each case, to service of process by registered mail made upon such party and such party's agent and waives any objection to venue enforce judgments obtained in any such Delaware court Action, suit or proceeding brought pursuant to any claim that any such Delaware court is an inconvenient forumthis Section 3.14. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY IRREVOCABLY, UNCONDITIONALLY AND UNCONDITIONALLY VOLUNTARILY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTHEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVESponsor hereby irrevocably appoints Cogency Global Inc., AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTEDwith offices at the date of this Agreement located at 800 Xxx Xxxxxx Xx, EXPRESSLY OR OTHERWISEXxx. 201 Dover, THAT SUCH OTHER PARTY WOULD NOTDelaware 19904, IN THE EVENT OF LITIGATIONas its authorized agent on which any and all legal process may be served in any such action, SEEK TO ENFORCE THE FOREGOING WAIVERsuit or proceeding brought in the Designated Courts pursuant to this Section 3.14. Sponsor agrees that service of process in respect of it upon its agent, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVERtogether with written notice of such service given to it in the manner provided in Section 3.03, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILYshall be deemed to be effective service of process upon it in any such action, AND (iv) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BYsuit or proceeding. Sponsor agrees that the failure of its agent to give notice to it of any such service shall not impair or affect the validity of such service or any judgment rendered in any action, AMONG OTHER THINGSsuit or proceeding based thereon. If for any reason the authorized agent shall cease to be available to act as such, THE WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(k)Sponsor agrees to designate a new agent in the State of Delaware, on the terms and for the purposes of this Section 3.14. Nothing herein shall be deemed to limit the ability of any other party hereto to serve any such legal process in any other manner permitted by applicable law or to obtain jurisdiction over any such party or bring actions, suits or proceedings against it in such other jurisdictions, and in such manner, as may be permitted by applicable law.

Jurisdiction and Venue; Waiver of Jury Trial. Each of Issuer and Grantee hereby agrees that any proceeding relating to this Agreement shall be brought solely in a court in the State of DelawareLICENSEE HEREBY KNOWINGLY AND VOLUNTARILY AGREES THAT THE JURISDICTION AND VENUE FOR ANY ACTION INSTITUTED BY ASENTINEL TO COLLECT UPON OR OTHERWISE ENFORCE THIS NOTE SHALL BE IN THE COUNTY OF SHELBY IN THE STATE OF TENNESSEE. Each of Issuer and Grantee hereby consents to personal jurisdiction in any such action brought in any such Delaware courtLICENSEE FURTHER KNOWINGLY AND VOLUNTARILY WAIVES THE RIGHT TO HAVE A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED ON THIS NOTE, consents to service of process by registered mail made upon such party and such party's agent and waives any objection to venue in any such Delaware court or to any claim that any such Delaware court is an inconvenient forumOR AGREEMENTS EXECUTED IN CONNECTION WITH THE NOTE, OR ANY OTHER COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. EACH PARTY LICENSEE ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT PROVISION IS LIKELY A MATERIAL INDUCEMENT TO INVOLVE COMPLICATED AND DIFFICULT ISSUESASENTINEL IN EXTENDING CREDIT TO LICENSEE, THAT ASENTINEL WOULD NOT HAVE EXTENDED SUCH CREDIT WITHOUT THIS PROVISION, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY THAT LICENSEE HAS BEEN REPRESENTED BY AN ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY IN CONNECTION WITH THIS PROVISION AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR UNDERSTANDS THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS LEGAL EFFECT OF THIS WAIVERPROVISION. By executing this Note, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILYLicensee acknowledges having read the terms and provisions of the Note and having voluntarily agreed to the terms and provisions hereof. Executed to be effective on the date first written above. LICENSEE: Veramark Technologies, AND (iv) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(k).Inc. By: /s/ Xxxxxxx X. Xxxxxxxx Its: President and CEO

Jurisdiction and Venue; Waiver of Jury Trial. Each of Issuer and Grantee hereby agrees that any proceeding relating to this Agreement shall be brought solely in a court in the State of Delaware. Each of Issuer and Grantee hereby consents to personal jurisdiction in any such action brought in any such Delaware court, consents to service of process by registered mail made upon such party and such party's agent and waives any objection to venue in any such Delaware court or to any claim that any such Delaware court is an inconvenient forum. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY ACTION OR INDIRECTLY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR AGREEMENT, EACH OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES PARTIES HERETO CONSENTS TO THE JURISDICTION AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY VENUE OF ANY OTHER PARTY HAS REPRESENTEDFEDERAL OR STATE COURT LOCATED WITHIN HOUSTON, EXPRESSLY XXXXXX COUNTY, TEXAS, WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON HIM, CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY FIRST CLASS REGISTERED OR OTHERWISECERTIFIED MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, DIRECTED TO HIM AT THE ADDRESS SPECIFIED PURSUANT TO SECTION 13.03 OF THE PARNTERSHIP AGREEMENT, AGREES THAT SUCH OTHER PARTY WOULD NOTSERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT THEREOF, AND WAIVES ANY OBJECTION TO JURISDICTION OR VENUE OF, AND WAIVES ANY MOTION TO TRANSFER VENUE FROM, ANY OF THE AFORESAID COURTS. THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN THE EVENT OF LITIGATION, SEEK ANY ACTION OR PROCEEDING TO ENFORCE THE FOREGOING WAIVER, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS ANY DOCUMENT EXECUTED IN THIS SECTION 15(k)CONNECTION HEREWITH.

Jurisdiction and Venue; Waiver of Jury Trial. Each of Issuer and Grantee hereby agrees that any proceeding relating to this Agreement shall be brought solely in a court in the State of Delaware. Each of Issuer and Grantee hereby consents to personal jurisdiction in any such action brought in any such Delaware court(a) EACH OF THE PARTIES SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN DELAWARE (EACH, consents to service of process by registered mail made upon such party and such party's agent and waives any objection to venue in any such Delaware court or to any claim that any such Delaware court is an inconvenient forum. EACH PARTY ACKNOWLEDGES AND A “CHOSEN COURT”), IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY ALL CLAIMS IN RESPECT OF THE ACTION MAY BE HEARD AND DETERMINED IN ANY LITIGATION DIRECTLY OR INDIRECTLY SUCH CHOSEN COURT AND AGREES NOT TO BRING ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTIN ANY OTHER COURT. EACH PARTY CERTIFIES OF THE PARTIES WAIVES ANY DEFENSE OF INCONVENIENT FORUM TO THE MAINTENANCE OF ANY ACTION SO BROUGHT AND ACKNOWLEDGES WAIVES ANY BOND, SURETY OR OTHER SECURITY THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY MIGHT BE REQUIRED OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY WITH RESPECT THERETO. EACH PARTY AGREES THAT SERVICE OF SUMMONS AND COMPLAINT OR OTHERWISE, ANY OTHER PROCESS THAT MIGHT BE SERVED IN ANY ACTION MAY BE MADE ON SUCH OTHER PARTY WOULD NOT, BY SENDING OR DELIVERING A COPY OF THE PROCESS TO THE PARTY TO BE SERVED AT THE ADDRESS OF THE PARTY AND IN THE EVENT MANNER PROVIDED FOR THE GIVING OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS NOTICES IN SECTION 11. NOTHING IN THIS SECTION 15(k17(a), HOWEVER, SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. EACH PARTY AGREES THAT A FINAL, NON-APPEALABLE JUDGMENT IN ANY ACTION SO BROUGHT SHALL BE CONCLUSIVE AND MAY BE ENFORCED BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

Jurisdiction and Venue; Waiver of Jury Trial. Each of Issuer and Grantee hereby party hereto agrees that any proceeding claim relating to this Agreement shall be brought solely in a court in the State state or federal court of Delaware. Each competent jurisdiction located in the City and County of Issuer Denver, Colorado, and Grantee hereby consents all objections to personal jurisdiction and venue in any action, suit or proceeding so commenced are hereby expressly waived by all parties hereto. The parties waive personal service of any and all process on each of them and consent that all such action brought in any such Delaware court, consents to service of process by registered mail shall be made upon such in the manner, to the party and at the address set forth in Section 12.1 of this Agreement, and service so made shall be complete as stated in such party's agent and waives section. Notwithstanding the foregoing, any objection disputes between the parties that are submitted to venue the Independent Accountants for resolution pursuant to the terms of Section 2.4.3 shall be resolved as set forth in any accordance with the terms of such Delaware court or to any claim that any such Delaware court is an inconvenient forumsection. EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (iA) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (iiB) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iiiC) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, VOLUNTARILY AND (ivD) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(k)12.4. FURTHERMORE, EXECPT IN THE CASE OF CLAIMS ARISING FROM FRAUD, MALICE OR WILLFUL AND WANTON CONDUCT, THE PARTIES HERETO KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO SEEK PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES FROM ANY OTHER PARTY HERETO WITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY ANY PARTY HERETO AGAINST ANOTHER PARTY HERETO OR THEIR SUCCESSORS WITH RESPECT TO ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY DOCUMENTS CONTEMPLATED HEREIN OR RELATED HERETO, UNLESS AWARDED TO A THIRD PARTY IN CONNECTION WITH SUCH THIRD PARTY CLAIM. THE WAIVER BY THE PARTIES HERETO OF ANY RIGHT ANY OF THEM MAY HAVE TO SEEK SUCH DAMAGES HAS BEEN NEGOTIATED BY THE PARTIES HERETO, AN IS AN ESSENTIAL ASPECT OF THEIR BARGAIN.

Jurisdiction and Venue; Waiver of Jury Trial. Each of Issuer and Grantee hereby agrees that any proceeding relating to this Agreement shall be brought solely in a court in the State of DelawareMORTGAGOR AND MORTGAGEE HEREBY ACKNOWLEDGE THAT THE TRANSACTIONS EVIDENCED HEREBY ARE COMMERCIAL TRANSACTIONS. Each of Issuer and Grantee hereby consents to personal jurisdiction in any such action brought in any such Delaware court, consents to service of process by registered mail made upon such party and such party's agent and waives any objection to venue in any such Delaware court or to any claim that any such Delaware court is an inconvenient forum. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY MORTGAGOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES (A) SUBMIT TO PERSONAL JURISDICTION IN THE COMMONWEALTH OF MASSACHUSETTS OVER ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY SUIT, ACTION OR INDIRECTLY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILYMORTGAGE, AND (ivB) EACH WAIVES ANY AND ALL PERSONAL RIGHTS UNDER THE LAWS OF ANY STATE (I) TO OBJECT TO JURISDICTION WITHIN SUCH STATE AND (II) TO THE RIGHT, IF ANY, TO CLAIM OR RECOVER ANY SPECIAL EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN ACTUAL DAMAGES. MORTGAGOR AND MORTGAGEE AGREE THAT, IN ADDITION TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR UNDER APPLICABLE LAW, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL SERVICE OF PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO A PARTY HAS AT THE ADDRESS SET FORTH ABOVE FOR NOTICES, AND SERVICE SO MADE SHALL BE COMPLETE THREE (3) DAYS AFTER THE SAME SHALL HAVE BEEN INDUCED TENDERED FOR RECEIPT ON A BUSINESS DAY. NOTHING CONTAINED HEREIN, HOWEVER, SHALL PREVENT MORTGAGEE FROM BRINGING ANY SUIT, ACTION OR PROCEEDING OR EXERCISING ANY RIGHTS AGAINST ANY SECURITY AND AGAINST MORTGAGOR AND ANY PROPERTY OF MORTGAGOR IN ANY OTHER STATE. INITIATING SUCH SUIT, ACTION OR PROCEEDING OR TAKING SUCH ACTION IN ANY STATE SHALL IN NO EVENT CONSTITUTE A WAIVER OF THE AGREEMENT CONTAINED HEREIN THAT, AS SET FORTH HEREIN AND SUBJECT TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGSTHE LIMITATIONS SET FORTH IN SECTION 5.13 HEREOF, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS SHALL GOVERN THE RIGHTS AND OBLIGATIONS OF MORTGAGOR AND MORTGAGEE HEREUNDER OR THE SUBMISSION HEREIN MADE BY MORTGAGOR TO PERSONAL JURISDICTION WITHIN SUCH STATE. MORTGAGOR AND MORTGAGEE HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY JURISDICTION AND IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF, THIS MORTGAGE, THE NOTE OR ANY CLAIM OR DISPUTE HOWSOEVER ARISING, BETWEEN MORTGAGOR AND MORTGAGEE. THIS WAIVER OF JURY TRIAL SHALL BE EFFECTIVE FOR THE NOTE, THIS MORTGAGE AND EACH AND EVERY OTHER DOCUMENT EXECUTED BY MORTGAGOR OR MORTGAGEE IN CONNECTION THEREWITH AND DELIVERED TO MORTGAGEE OR MORTGAGOR, AS THE CASE MAY BE, WHETHER OR NOT SUCH DOCUMENT SHALL CONTAIN A WAIVER OF JURY TRIAL. MORTGAGOR AND MORTGAGEE FURTHER CONFIRMS THAT THE FOREGOING WAIVERS ARE INFORMED AND CERTIFICATIONS IN THIS SECTION 15(k)FREELY MADE.

Jurisdiction and Venue; Waiver of Jury Trial. Each of Issuer and Grantee hereby agrees that any proceeding relating to Any action, claim, counterclaim, crossclaim, proceeding, or suit arising under or in connection with this Agreement shall (each an “Action”) may be brought solely in a any federal or state court located in the State city in which Bank’s banking office is located. Grantor hereby unconditionally submits to the jurisdiction of Delaware. Each of Issuer and Grantee hereby consents to personal jurisdiction in any such action court with respect to each such Action and hereby waives any objection Grantor may now or hereafter have to the venue of any such Action brought in any such Delaware court, consents to service of process by registered mail made upon such party and such party's agent and waives any objection to venue in any such Delaware court or to any claim that any such Delaware court is an inconvenient forum. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUESGRANTOR HEREBY, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY HOLDER OF THE SUBJECT DEBT OR ANY PART THEREOF, KNOWINGLY AND UNCONDITIONALLY VOLUNTARILY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A JURY TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY ACTION, CLAIM, COUNTERCLAIM, CROSSCLAIM, PROCEEDING OR INDIRECTLY SUIT, WHETHER AT LAW OR IN EQUITY, WHETHER SOUNDING IN TORT, CONTRACT, OR OTHERWISE AT ANY TIME ARISING OUT OF UNDER OR RELATING TO IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER RELATED WRITING, THE TRANSACTIONS CONTEMPLATED BY ADMINISTRATION, ENFORCEMENT, OR NEGOTIATION OF THIS AGREEMENTAGREEMENT OR ANY OTHER RELATED WRITING, OR THE PERFORMANCE OF ANY OBLIGATION IN RESPECT OF THIS AGREEMENT OR ANY OTHER RELATED WRITING. EACH PARTY CERTIFIES This Agreement is executed as of the date first written above, with the intent to be legally bound hereby. Grantor: PECO II, Inc. By: /s/ Xxxxxx X. Xxxxxxxxxx (SEAL) Name: Xxxxxx X. Xxxxxxxxxx Title: Chief Financial Officer LOAN SETTLEMENT STATEMENT AND BORROWER’S AUTHORIZATION Borrower: PECO II, Inc. Principal Amount of Note: $3,500,000.00 Note dated: October 15, 2004 In connection with the above referenced loan transaction, NATIONAL CITY BANK has incurred or will incur the following expenses: Origination Fee $ 5,000.00 TOTAL: $ 5,000.00 Please pay the above charges in the following manner (Check One): x Check in the above amount attached hereto. ¨ Please debit my Account Number 982338667 and send copy of Debit Advice to above Borrower. ¨ Please deduct the above charges from the proceeds of the loan. In addition, NATIONAL CITY BANK is authorized to deduct from the proceeds of the above referenced note the following amounts to be paid to the following: Undisbursed $ 3,500,000.00 TOTAL $ 3,500,000.00 Borrower: PECO II, Inc. By: /s/ Xxxxxx X. Xxxxxxxxxx Its: Chief Financial Officer Date: October 15, 2004 Xxxxxx X. Xxxxxxxxxx Acknowledgement Bank: NATIONAL CITY BANK By: /s/ Xxx X. Xxxxxxx Its: VP Date: October 15, 2004 Xxx X. Xxxxxxx FORM OF CONFIRMATION FOR DEMAND LINE OF CREDIT Borrower: PECO II, Inc. 0000 Xxxxx Xxxxx 000 Xxxxxx, XX 00000-0000 Lender: Xxxxxxxx Xxxx Xxxx Xxxxxxxx - Xxxxxxxxx Xxxxxxx XXX 0000 000 Xxxx Xxxxx Xxxxxx Xxxxxxxx, XX 00000 Borrower has executed and delivered to National City Bank (“Lender”) a Promissory Note (“Note”) in the amount of $ Three Million Five Hundred Thousand and 00/100 dollars ($3,500,000.00) (“Demand Line”) This form will confirm that the Lender has agreed, subject to the statutory and other requirements by which it is governed and the terms and conditions which are set forth in this form as well as those set forth in the Note, to provide to the Borrower the Demand Line in the amount set forth above. The terms and provisions of the Demand Line including, without limitation, the interest rate and the minimum advance amounts, are set forth in the Note. The Note, together with this form, must be executed by the Borrower prior to the Lender considering making any advances to the Borrower. This Demand Line will be reviewed from time to time by the Lender to allow the Lender to determine whether or not it should be continued. Advances made under the Demand Line, if any, shall be made at the sole discretion of the Lender and shall be due and payable on demand. The Lender shall have the right to demand repayment of the entire amount outstanding under the Demand Line at any time and for any reason without any prior notice to the Borrower. In extending the Demand Line to Borrower, Lender expects that Borrower will provide the information described in this form. UBorrower’s Financial Statements. Borrower shall furnish to the Lender within Forty Five (45) days after the end of each fiscal Quarter of Borrower, the balance sheet of the Borrower as of the end of such fiscal Quarter [commencing with the fiscal Quarter ending Sept 30, 04 together with statements of cash flow, income and surplus reconciliation prepared for the Borrower and on a comparative basis with the prior year, in accordance with generally accepted accounting principles consistently applied, in form and detail satisfactory to the Lender, and certified as having been Audited by an independent certified public accountant selected by the Borrower and satisfactory to the Lender. Lender’s granting of any advance under the Demand Line or making any other accommodation to Borrower in the absence of the financial information to be provided pursuant to this form shall not constitute a waiver of Lender’s rights to require delivery of such information, and shall not preclude the exercise of any right, power or remedy granted to Lender under the Note and any related writings or provided by law. THE BORROWER ACKNOWLEDGES THAT (i) NO REPRESENTATIVETHIS FORM AND THE NOTE DO NOT CONSTITUTE A COMMITMENT BY THE LENDER TO MAKE ANY ADVANCES TO THE BORROWER OR HONOR THE BORROWER’S REQUEST FOR AN ADVANCE. If you agree that the above accurately reflects the understanding of the Borrower and the Lender, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTEDplease so indicate by signing below. BORROWER PECO II, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(k)Inc. By: /s/ Xxxxxx X. Xxxxxxxxxx Printed Name: Xxxxxx X. Xxxxxxxxxx Its: Chief Financial Officer.

Jurisdiction and Venue; Waiver of Jury Trial. Each of Issuer and Grantee hereby party hereto agrees that any proceeding Proceeding relating to this Agreement shall be brought solely in a state or federal court of competent jurisdiction located in the State of Delaware. Each of Issuer Cuyahoga County, Ohio, and Grantee hereby consents all objections to personal jurisdiction and venue in any Proceeding so commenced are hereby expressly waived by all parties hereto. The parties waive personal service of any and all process on each of them and Consent that all such action brought in any such Delaware court, consents to service of process by registered mail shall be made upon such in the manner, to the party and at the address set forth in Section 10.3, and service so made shall be complete as stated in such party's agent Section. The Seller Parties expressly acknowledge the notice and waives any objection service of process to venue Representative for each of them in any such Delaware court or to any claim that any such Delaware court is an inconvenient forumaccordance with Section 10.3 and this Section 10.5. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF DEMAND THAT ANY LITIGATION DIRECTLY ACTION, PROCEEDING OR INDIRECTLY COUNTERCLAIM ARISING OUT OF OR RELATING IN ANY WAY RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS AGREEMENTWAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING FROM ANY SOURCE, INCLUDING THE CONSTITUTION OF THE UNITED STATES OR ANY STATE THEREIN, COMMON LAW OR ANY APPLICABLE STATUTES OR REGULATIONS. EACH PARTY CERTIFIES AND HERETO ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO ENFORCE THE FOREGOING WAIVER, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(k)DEMAND A TRIAL BY JURY.

Jurisdiction and Venue; Waiver of Jury Trial. Each of Issuer and Grantee hereby party hereto agrees that any proceeding claim relating to this Agreement shall be brought solely in a court in the State state courts of Delaware. Each competent jurisdiction located in Orange County, California and the federal courts located in the Central District of Issuer California, Southern Division, and Grantee hereby consents all objections to personal jurisdiction and venue in any action, suit or proceeding so commenced are hereby expressly waived by all parties hereto. The parties waive personal service of any and all process on each of them and consent that all such action brought in any such Delaware court, consents to service of process by registered mail shall be made upon such in the manner, to the party and at the address set forth in Section 12.1 of this Agreement, and service so made shall be complete as stated in such party's agent and waives section. Notwithstanding the foregoing, any objection disputes between the parties that are submitted to venue the Independent Accountants for resolution pursuant to the terms of Section 2.4.3 shall be resolved as set forth in any accordance with the terms of such Delaware court or to any claim that any such Delaware court is an inconvenient forumsection. EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (iA) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (iiB) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iiiC) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, VOLUNTARILY AND (ivD) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(k)12.4.

Jurisdiction and Venue; Waiver of Jury Trial. Each of Issuer and Grantee hereby agrees that any proceeding relating to this Agreement shall be brought solely in a court in the State of Delaware. Each of Issuer and Grantee hereby consents to personal jurisdiction in any such action brought in any such Delaware court, consents to service of process by registered mail made upon such party and such party's agent and waives any objection to venue in any such Delaware court or to any claim that any such Delaware court is an inconvenient forum. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN LEGAL ACTION OR PROCEEDING WITH RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR SHALL BE BROUGHT IN THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES COURT OF CHANCERY OF THE STATE OF DELAWARE AND ACKNOWLEDGES THAT ANY STATE APPELLATE COURT THEREFROM WITHIN THE STATE OF DELAWARE (i) NO REPRESENTATIVEOR, AGENT OR ATTORNEY IF THE COURT OF CHANCERY OF THE STATE OF DELAWARE DECLINES TO ACCEPT JURISDICTION OVER A PARTICULAR MATTER, ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOTFEDERAL COURT WITHIN THE STATE OF DELAWARE OR, IN THE EVENT FEDERAL COURT WITHIN THE STATE OF LITIGATIONDELAWARE DECLINES TO ACCEPT JURISDICTION OVER A PARTICULAR MATTER, SEEK ANY STATE COURT WITHIN THE STATE OF DELAWARE). BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS. EACH PARTY HERETO HEREBY IRREVOCABLY CONSENTS TO ENFORCE THE FOREGOING WAIVER, (ii) EACH SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF TO SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVERBY REGISTERED OR CERTIFIED MAIL, (iii) EACH POSTAGE PREPAID, RETURN RECEIPT REQUESTED, TO SUCH PARTY MAKES THIS WAIVER VOLUNTARILYAT ITS ADDRESS SPECIFIED IN SECTION 6.2, OR BY ANY OTHER METHOD PERMITTED BY LAW. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE TRIAL BY JURY, AND (iv) EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS ACTION OR PROCEEDING IN THIS SECTION 15(k).SUCH RESPECTIVE JURISDICTIONS. [Exhibit A to the Purchase and Sale Agreement]

Jurisdiction and Venue; Waiver of Jury Trial. Each of Issuer and Grantee hereby party hereto agrees that any proceeding claim relating to this Agreement shall be brought solely in a court the state or federal courts located in the State of Wilmington, Delaware. Each of Issuer , and Grantee hereby consents all objections to personal jurisdiction and venue in any action, suit or proceeding so commenced are hereby expressly waived by all parties hereto. The parties waive personal service of any and all process on each of them and consent that all such action brought in any such Delaware court, consents to service of process by registered mail shall be made upon such in the manner, to the party and at the address set forth in Section 12.1 of this Agreement, and service so made shall be complete as stated in such party's agent section. Notwithstanding the foregoing, any disputes between the parties that (a) are submitted to the Independent Accountants for resolution pursuant to the terms of Section 2.4.3 shall be resolved as set forth in accordance with the terms of such section, and waives any objection (b) related to venue a Tax Matter shall be resolved as set forth in any such Delaware court or to any claim that any such Delaware court is an inconvenient forumaccordance with the terms of Section 10.3. EACH PARTY ACKNOWLEDGES HERETO HEREBY KNOWINGLY, INTENTIONALLY AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY VOLUNTARILY AND WITH AND UPON THE ADVICE OF COMPETENT COUNSEL IRREVOCABLY WAIVES ALL RIGHT TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY LITIGATION, ACTION, PROCEEDING, CROSS CLAIM, OR INDIRECTLY COUNTERCLAIM IN ANY COURT (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR OF, RELATING TO OR IN CONNECTION WITH (i) THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVEVALIDITY, AGENT PERFORMANCE, INTERPRETATION, COLLECTION OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY ENFORCEMENT HEREOF OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH THE ACTIONS OF SUCH PARTY UNDERSTANDS AND HAS CONSIDERED IN THE IMPLICATIONS OF THIS WAIVERNEGOTIATION, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILYAUTHORIZATION, AND (iv) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BYEXECUTION, AMONG OTHER THINGSDELIVERY, THE WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(k)ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

Jurisdiction and Venue; Waiver of Jury Trial. Each of Issuer and Grantee hereby agrees that any proceeding relating to this Agreement shall be brought solely in a court in the State of Delaware. Each of Issuer and Grantee hereby consents to personal jurisdiction in any such action brought in any such Delaware courtEXCEPT AS SET FORTH IN SECTION 2.3(D) OF THIS AGREEMENT, consents to service of process by registered mail made upon such party and such party's agent and waives any objection to venue in any such Delaware court or to any claim that any such Delaware court is an inconvenient forum. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY ALL ACTIONS OR INDIRECTLY PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT AND EACH OF THE TRANSACTION DOCUMENTS SHALL BE BROUGHT IN, AND EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS WITH RESPECT TO THIS AGREEMENT TO THE EXCLUSIVE JURISDICTION OF, THE DELAWARE COURT OF CHANCERY IN NEW CASTLE COUNTY, OR IN THE EVENT (BUT ONLY IN THE EVENT) THAT SUCH COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION OVER SUCH ACTION, THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE. EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE IN ANY SUCH COURT OF ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. A FINAL JUDGMENT IN ANY SUCH ACTION OR LEGAL PROCEEDING MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH PARTY FURTHER AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL TO SUCH PARTY’S RESPECTIVE ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUCH ACTION OR LEGAL PROCEEDING. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENTHEREBY OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF. EACH PARTY FURTHER WAIVES ANY RIGHT TO SEEK TO CONSOLIDATE ANY PROCEEDING IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER PROCEEDING IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (iI) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTEDREPRESENTED OR WARRANTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (iiII) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iiiIII) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (ivIV) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(k)9.8.

Jurisdiction and Venue; Waiver of Jury Trial. Each of Issuer and Grantee hereby party hereto agrees that any proceeding claim relating to this Agreement shall be brought solely in a court in the State state courts of competent jurisdiction located in Delaware and the federal courts located in Delaware. Each of Issuer , and Grantee hereby consents all objections to personal jurisdiction and venue in any action, suit or proceeding so commenced are hereby expressly waived by all parties hereto. The parties waive personal service of any and all process on each of them and consent that all such action brought in any such Delaware court, consents to service of process by registered mail shall be made upon such in the manner, to the party and at the address set forth in Section 12.1 of this Agreement, and service so made shall be complete as stated in such party's agent and waives section. Notwithstanding the foregoing, any objection disputes between the parties that are submitted to venue the Independent Accountants for resolution pursuant to the terms of Section 2.4.3 shall be resolved as set forth in any accordance with the terms of such Delaware court or to any claim that any such Delaware court is an inconvenient forumsection. EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (iA) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (iiB) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iiiC) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, VOLUNTARILY AND (ivD) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(k)12.4.

Jurisdiction and Venue; Waiver of Jury Trial. Each party (a) hereby irrevocably and unconditionally submits to the exclusive jurisdiction of Issuer the Designated Courts or, if no such federal court shall exercise jurisdiction or have subject matter jurisdiction, the Delaware Superior Court, and Grantee hereby any appellate court from any appeal thereof, in any suit, action or other proceeding arising out of or relating to this Agreement, (b) agrees that not to commence any suit, action or other proceeding arising out of or relating to this Agreement shall be brought solely in any court other than a court in the State of DelawareDesignated Court. Each of Issuer and Grantee hereby consents to personal jurisdiction party agrees that a final judgment in any such suit, action or other proceeding brought before a Designated Court may be enforced in any jurisdiction by suit on the judgment or in any other manner provided by Xxx. Each party hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such Delaware courtsuit, consents to service of process by registered mail made upon such party and such party's agent and waives any objection to venue in any such Delaware court action or to proceeding, any claim that any such Delaware court it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court. ​ EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY ACKNOWLEDGES HERETO HEREBY FURTHER WARRANTS AND AGREES REPRESENTS THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO REVIEWED THIS AGREEMENT BYWAIVER WITH ITS LEGAL COUNSEL, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(k).THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. ​

Jurisdiction and Venue; Waiver of Jury Trial. Each Any action, claim, counterclaim, crossclaim, proceeding, or suit, whether at law or in equity, whether sounding in tort, contract, or otherwise at any time arising under or in connection with this Note or any other Related Writing, the administration, enforcement, or negotiation of Issuer and Grantee hereby agrees that this Note or any proceeding relating to other Related Writing, or the performance of any obligation in respect of this Agreement shall Note or any other Related Writing (each such action, claim, counterclaim, crossclaim, proceeding, or suit, an "ACTION") may be brought solely in a any federal or state court located in the State city in which Bank's banking office is located. Borrower hereby unconditionally submits to the jurisdiction of Delaware. Each of Issuer and Grantee hereby consents to personal jurisdiction in any such action court with respect to each such Action and hereby waives any objection Borrower may now or hereafter have to the venue of any such Action brought in any such Delaware court, consents to service of process by registered mail made upon such party and such party's agent and waives any objection to venue in any such Delaware court or to any claim that any such Delaware court is an inconvenient forum. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUESBorrower HEREBY, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY HOLDER OF THIS Note, BY TAKING POSSESSION THEREOF, KNOWINGLY AND UNCONDITIONALLY VOLUNTARILY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A JURY TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT Action. Borrower: SAGI REALTY LTD. By: Safe Auto Group, Inc., an Ohio Corporation, a Member /s/ Xxx Xxxxx --------------------------------- By: Xxx Xxxxx, President By: Safe Auto Group Agency, Inc. an Ohio Corporation, a Member /s/ Xxx Xxxxx --------------------------------- By: Xxx Xxxxx, President WARNING -- BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF OR RELATING A COURT CAN BE USED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(k)CAUSE.