Common use of Applicable Law and Exclusive Forum Clause in Contracts

Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights shall be governed in all respects by the laws of the State of New York, without giving effect to conflict of laws. Subject to applicable law, the Company and the Rights Agent hereby agree that any action, proceeding or claim against either of them arising out of or relating in any way to this Agreement, including under the Act, shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company and the Rights Agent hereby waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Rights shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any Rights holder, such Rights holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such Rights holder in any such enforcement action by service upon such Rights holder’s counsel in the foreign action as agent for such Rights holder.

Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflict conflicts of lawslaw principles that would result in the application of the substantive laws of another jurisdiction. Subject to applicable law, the The Company and the Rights Agent hereby agree agrees that any action, proceeding or claim against either of them it arising out of or relating in any way to this Agreement, including under the Securities Act, shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company and the Rights Agent hereby waive waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Rights Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.39.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within of the State of New York or the United States District Court for the Southern District of New York (a “foreign actionForeign Action”) in the name of any Rights warrant holder, such Rights warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement actionEnforcement Action”), and (y) having service of process made upon such Rights warrant holder in any such enforcement action Enforcement Action by service upon such Rights warrant holder’s ’ s counsel in the foreign action Foreign Action as agent for such Rights warrant holder.

Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflict conflicts of lawslaw principles that would result in the application of the substantive laws of another jurisdiction. Subject to applicable law, the The Company and the Rights Agent hereby agree agrees that any action, proceeding or claim against either of them it arising out of or relating in any way to this Agreement, including under the Securities Act, shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such actionexclusive. Subject to applicable law, proceeding or claim. The the Company and the Rights Agent hereby waive waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to (i) suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal district courts of the United States of America are the sole and exclusive forumforum or (ii) any of the types of actions that are required to be brought in the Court of Chancery in the State of Delaware pursuant to the Company’s amended and restated certificate of incorporation (as the same may be further amended or amended and restated from time to time). Any person or entity purchasing or otherwise acquiring any interest in the Rights Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.39.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any Rights warrant holder, such Rights warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such Rights warrant holder in any such enforcement action by service upon such Rights warrant holder’s counsel in the foreign action as agent for such Rights warrant holder.

Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflict of laws. Subject to applicable law, the Company and the Rights Agent hereby agree agrees that any action, proceeding or claim against either of them it arising out of or relating in any way to this Agreement, including under the Act, Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company and the Rights Agent hereby waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forumexclusive. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Rights Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.39.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any Rights warrant holder, such Rights warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such Rights warrant holder in any such enforcement action by service upon such Rights warrant holder’s counsel in the foreign action as agent for such Rights warrant holder...

Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflict conflicts of lawslaw principles that would result in the application of the substantive laws of another jurisdiction. Subject to applicable law, the The Company and the Rights Agent hereby agree agrees that any action, proceeding or claim against either of them it arising out of or relating in any way to this Agreement, including under the Act, Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. .. The Company and the Rights Agent hereby waive waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Rights Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.39.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any Rights warrant holder, such Rights warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such Rights warrant holder in any such enforcement action by service upon such Rights warrant holder’s counsel in the foreign action as agent for such Rights warrant holder.

Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflict conflicts of lawslaw principles that would result in the application of the substantive laws of another jurisdiction. Subject to applicable law, the The Company and the Rights Agent hereby agree agrees that any action, proceeding or claim against either of them it arising out of or relating in any way to this Agreement, including under the Act, Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company and the Rights Agent hereby waive waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. In addition, unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, or the rules and regulations promulgated thereunder Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Rights Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.39.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any Rights Warrant holder, such Rights Warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such Rights Warrant holder in any such enforcement action by service upon such Rights Warrant holder’s counsel in the foreign action as agent for such Rights Warrant holder. Any such process or summons to be served upon the Company or the Warrant Agent may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the party receiving such service in any action, proceeding, or claim.

Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights Warrants shall be governed in all respects by the laws of the State of New York, York without giving effect to conflict conflicts of lawslaw principles that would result in the application of the substantive laws of another jurisdiction. Subject to applicable law, the The Company and the Rights Agent hereby agree agrees that any action, proceeding or claim against either of them it arising out of or relating in any way to this Agreement, including under the Act, Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. The Company and the Rights Agent hereby waive waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Rights Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.39.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any Rights Warrant holder, such Rights Warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such Rights Warrant holder in any such enforcement action by service upon such Rights Warrant holder’s counsel in the foreign action as agent for such Rights Warrant holder.

Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflict conflicts of lawslaw principles that would result in the application of the substantive laws of another jurisdiction. Subject to applicable law, the The Company and the Rights Agent hereby agree agrees that any action, proceeding or claim against either of them it arising out of or relating in any way to this Agreement, including under the Act, Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, action proceeding or claim. The Subject to applicable law, the Company and the Rights Agent hereby waive waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Rights Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.39.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any Rights warrant holder, such Rights warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such Rights warrant holder in any such enforcement action by service upon such Rights warrant holder’s counsel in the foreign action as agent for such Rights warrant holder.

Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflict of laws. Subject to applicable law, the The Company and the Rights Agent hereby agree agrees that any action, proceeding or claim against either of them it arising out of or relating in any way to this Agreement, including under the Act, Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. The Company and the Rights Agent hereby waive waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934Act, as amended, or any other claim for which the federal district courts of the United States of America are the sole and exclusive forumforum or any complaint asserting a cause of action arising under the Securities Act against us or any of our directors, officers, other employees or agents. Any person or entity purchasing or otherwise acquiring any interest in the Rights Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.39.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any Rights warrant holder, such Rights warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such Rights warrant holder in any such enforcement action by service upon such Rights warrant holder’s counsel in the foreign action as agent for such Rights warrant holder.

Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights Warrants shall be governed by and construed in all respects by accordance with the laws of the State of New York, including, without giving effect to conflict limitation, Sections 5-1401 and 5-1402 of lawsthe New York General Obligations Law and New York Civil Practice Laws and Rule 327(b). Subject to applicable law, the The Company and the Rights Agent hereby agree agrees that any action, proceeding or claim against either of them it arising out of of, or relating in any way to otherwise based on, this Agreement, including under the Act, Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. The Company and the Rights Agent hereby waive waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, foregoing the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Rights Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.39.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a ““ foreign action”) in the name of any Rights warrant holder, such Rights warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an ““ enforcement action”), and (y) having service of process made upon such Rights warrant holder in any such enforcement action by service upon such Rights warrant holder’s counsel in the foreign action as agent for such Rights warrant holder.

Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights shall be governed in all respects by the laws of the State of New York, without giving effect to conflict conflicts of lawslaw principals or rules that would result in the application of the substantive laws of another jurisdiction. Subject to applicable law, the Company each of CayCo and the Rights Agent SPAC hereby agree agrees that any action, proceeding or claim against either of them it arising out of or relating in any way to this Agreement, including under the Act, Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company Each of CayCo and the Rights Agent SPAC hereby waive waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Rights Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.33.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any Rights warrant holder, such Rights warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such Rights warrant holder in any such enforcement action by service upon such Rights warrant holder’s counsel in the foreign action as agent for such Rights warrant holder.

Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights Warrants shall be governed by and construed in all respects by accordance with the laws of the State of New York, including, without giving effect to conflict limitation, Sections 5-1401 and 5-1402 of lawsthe New York General Obligations Law and New York Civil Practice Laws and Rule 327(b). Subject to applicable law, the The Company and the Rights Agent hereby agree agrees that any action, proceeding or claim against either of them it arising out of of, or relating in any way to otherwise based on, this Agreement, including under the Act, Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claimexclusive. The Company and the Rights Agent hereby waive waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Rights Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.39.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any Rights warrant holder, such Rights warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such Rights warrant holder in any such enforcement action by service upon such Rights warrant holder’s counsel in the foreign action as agent for such Rights warrant holder.

Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflict conflicts of lawslaw principles that would result in the application of the substantive laws of another jurisdiction. Subject to applicable law, the The Company and the Rights Agent hereby agree agrees that any action, proceeding or claim against either of them it arising out of or relating in any way to this Agreement, including under the Securities Act, shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company and the Rights Agent hereby waive waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Rights Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.39.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any Rights warrant holder, such Rights warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such Rights warrant holder in any such enforcement action by service upon such Rights warrant holder’s counsel in the foreign action as agent for such Rights warrant holder...

Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights shall be governed in all respects by the laws of the State of New York, without giving effect to conflict conflicts of lawslaw principals or rules that would result in the application of the substantive laws of another jurisdiction. Subject to applicable law, the Company each of AIG and the Rights Agent SPAC hereby agree agrees that any action, proceeding or claim against either of them it arising out of or relating in any way to this Agreement, including under the Act, Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company Each of AIG and the Rights Agent SPAC hereby waive waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Rights Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.33.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any Rights warrant holder, such Rights warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such Rights warrant holder in any such enforcement action by service upon such Rights warrant holder’s counsel in the foreign action as agent for such Rights warrant holder.

Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflict conflicts of lawslaw principles that would result in the application of the substantive laws of another jurisdiction. Subject to applicable law, the Company and the Rights Agent hereby agree agrees that any action, proceeding or claim against either of them it arising out of or relating in any way to this Agreement, including under the Act, Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company and the Rights Agent hereby waive waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Rights Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.39.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any Rights warrant holder, such Rights warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such Rights warrant holder in any such enforcement action by service upon such Rights warrant holder’s counsel in the foreign action as agent for such Rights warrant holder.

Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights Warrants shall be governed by and construed in all respects by accordance with the laws of the State of New York, including, without giving effect to conflict limitation, Sections 5-1401 and 5-1402 of lawsthe New York General Obligations Law and New York Civil Practice Laws and Rule 327(b). Subject to applicable law, the The Company and the Rights Agent hereby agree agrees that any action, proceeding or claim against either of them it arising out of of, or relating in any way to otherwise based on, this Agreement, including under the Act, Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. The Company and the Rights Agent hereby waive waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, foregoing the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Rights Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.39.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any Rights warrant holder, such Rights warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such Rights warrant holder in any such enforcement action by service upon such Rights warrant holder’s 's counsel in the foreign action as agent for such Rights warrant holder.

Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflict conflicts of lawslaw principles that would result in the application of the substantive laws of another jurisdiction. Subject to applicable law, the The Company and the Rights Agent hereby agree agrees that any action, proceeding or claim against either of them it arising out of or relating in any way to this Agreement, including under the Act, Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company and the Rights Agent hereby waive waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Securities Act or the Exchange Act of 1934, as amended, or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Rights Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.39.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any Rights warrant holder, such Rights warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such Rights warrant holder in any such enforcement action by service upon such Rights warrant holder’s counsel in the foreign action as agent for such Rights warrant holder.

Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflict of laws. Subject to applicable law, the Company and the Rights Agent hereby agree agrees that any action, proceeding or claim against either of them it arising out of or relating in any way to this Agreement, including under the Act, Agreement shall be brought and enforced in the courts of the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company and the Rights Agent hereby waive waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce (i) any liability or duty created by the Securities Exchange Act or the rules and regulations thereunder for which Section 27 of 1934the Exchange Act creates exclusive federal jurisdiction, as amended(ii) with respect to suits brought in federal district courts of the United States, any duty or liability created by the Securities Act or the rules and regulations thereunder for which Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts or (iii) any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Rights Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.38.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any Rights holderholder of the Warrants, such Rights holder of the Warrants shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such Rights warrant holder in any such enforcement action by service upon such Rights holder’s counsel in the foreign action as agent for such Rights warrant holder.

Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights shall be governed in all respects by the laws of the State of New York, without giving effect to conflict of laws. Subject to applicable law, the Company and the Rights Agent hereby agree that any action, proceeding or claim against either of them arising out of or relating in any way to this Agreement, including under the Act, Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company and the Rights Agent hereby waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amendedamended (the "Exchange Act"), or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum, or any complaint asserting a cause of action arising under the Act against us or any of our directors, officers, other employees or agents. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Any person or entity purchasing or otherwise acquiring any interest in the Rights shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “"foreign action”") in the name of any Rights holder, such Rights holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “"enforcement action”"), and (y) having service of process made upon such Rights holder in any such enforcement action by service upon such Rights holder’s 's counsel in the foreign action as agent for such Rights holder.

Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflict conflicts of lawslaw principles that would result in the application of the substantive laws of another jurisdiction. Subject to applicable law, the Company and the Rights Agent Each party hereby agree agrees that any action, proceeding or claim against either of them it arising out of or relating in any way to this Agreement, including under the Act, Agreement shall be brought and enforced in the courts of the State of New York in the Borough of Manhattan or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company and the Rights Agent Each party hereby waive waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Rights Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.39.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York in the Borough of Manhattan or the United States District Court for the Southern District of New York (a “"foreign action”") in the name of any Rights warrant holder, such Rights warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York in the Borough of Manhattan or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “"enforcement action”"), and (y) having service of process made upon such Rights warrant holder in any such enforcement action by service upon such Rights warrant holder’s 's counsel in the foreign action as agent for such Rights warrant holder.

Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflict conflicts of lawslaw principles that would result in the application of the substantive laws of another jurisdiction. Subject to applicable law, the Company and the Rights Agent hereby agree agrees that any action, proceeding or claim against either of them it arising out of or relating in any way to this Agreement, including under the Act, Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. The Company and the Rights Agent hereby waive waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Securities Act and the Exchange Act of 1934, as amended, or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Rights Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.39.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any Rights warrant holder, such Rights Warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such Rights Warrant holder in any such enforcement action by service upon such Rights Warrant holder’s counsel in the foreign action as agent for such Rights Warrant holder.

Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflict conflicts of lawslaw principles that would result in the application of the substantive laws of another jurisdiction. Subject to applicable law, the Company and the Rights Agent hereby agree agrees that any action, proceeding or claim against either of them it arising out of or relating in any way to this Agreement, including under the Act, Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. The Company and the Rights Agent hereby waive waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Securities Act, the Exchange Act of 1934, as amended, or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Rights Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.39.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any Rights warrant holder, such Rights warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such Rights warrant holder in any such enforcement action by service upon such Rights warrant holder’s counsel in the foreign action as agent for such Rights warrant holder.

Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflict conflicts of lawslaw principles that would result in the application of the substantive laws of another jurisdiction. Subject to applicable law, the The Company and the Rights Agent hereby agree agrees that any action, proceeding or claim against either of them it arising out of or relating in any way to this Agreement, including under the Act, Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company and the Rights Agent hereby waive waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, (i) the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum, and (ii) unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the full extent permitted by law, be the exclusive form for the resolution of any complaint asserting a cause of action arising under the Securities Act or the rules and regulations promulgated thereunder. Any person or entity purchasing or otherwise acquiring any interest in the Rights Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.39.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any Rights warrant holder, such Rights warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such Rights warrant holder in any such enforcement action by service upon such Rights warrant holder’s counsel in the foreign action as agent for such Rights warrant holder.

Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflict conflicts of lawslaw principles that would result in the application of the substantive laws of another jurisdiction. Subject to applicable law, the The Company and the Rights Agent hereby agree agrees that any action, proceeding or claim against either of them it arising out of or relating in any way to this Agreement, including under the Act, Agreement shall be brought and enforced in the courts of the State of New York located in the Borough of Manhattan or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdictionjurisdictions, which jurisdiction jurisdictions shall be exclusive forum for any such actionexclusive. Subject to applicable law, proceeding or claim. The the Company and the Rights Agent hereby waive waives any objection to such exclusive jurisdiction jurisdictions and that such courts represent an inconvenient forumforums. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Rights Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.39.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within of the State of New York located in the Borough of Manhattan or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any Rights warrant holder, such Rights warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such Rights warrant holder in any such enforcement action by service upon such Rights warrant holder’s counsel in the foreign action as agent for such Rights warrant holder.

Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights shall be governed in all respects by the laws of the State of New York, without giving effect to conflict of laws. Subject to applicable law, the Company and the Rights Agent hereby agree that any action, proceeding or claim against either of them arising out of or relating in any way to this Agreement, including under the Act, Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company and the Rights Agent hereby waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum, or any complaint asserting a cause of action arising under the Act against us or any of our directors, officers, other employees or agents. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Any person or entity purchasing or otherwise acquiring any interest in the Rights shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign actionForeign Action”) in the name of any Rights holder, such Rights holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement actionEnforcement Action”), and (y) having service of process made upon such Rights holder in any such enforcement action Enforcement Action by service upon such Rights holder’s counsel in the foreign action Foreign Action as agent for such Rights holder.

Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights Warrants shall be governed by and construed in all respects by accordance with the laws of the State of New York, including, without giving effect to conflict limitation, Sections 5-1401 and 5-1402 of lawsthe New York General Obligations Law and New York Civil Practice Laws and Rule 327(b). Subject to applicable law, the The Company and the Rights Agent hereby agree agrees that any action, proceeding or claim against either of them it arising out of of, or relating in any way to otherwise based on, this Agreement, including under the Securities Act, shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. The Company and the Rights Agent hereby waive waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, foregoing the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Rights Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.39.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any Rights warrant holder, such Rights warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such Rights warrant holder in any such enforcement action by service upon such Rights warrant holder’s 's counsel in the foreign action as agent for such Rights warrant holder.

Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflict conflicts of lawslaw principles that would result in the application of the substantive laws of another jurisdiction. Subject to applicable law, the The Company and the Rights Agent hereby agree agrees that any action, proceeding or claim against either of them it arising out of or relating in any way to this Agreement, including under the Act, Agreement shall be brought and enforced in the courts of the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claimexclusive. The Company and the Rights Agent hereby waive waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Rights Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.39.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any Rights warrant holder, such Rights warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such Rights warrant holder in any such enforcement action by service upon such Rights warrant holder’s counsel in the foreign action as agent for such Rights warrant holder.

Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflict conflicts of lawslaw principles that would result in the application of the substantive laws of another jurisdiction. Subject to applicable law, the Company and the Rights Agent hereby agree agrees that any action, proceeding or claim against either of them it arising out of of, or relating in any way to this Agreement, including under the Act, Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. The Company and the Rights Agent hereby waive waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Rights Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.39.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any Rights warrant holder, such Rights warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such Rights warrant holder in any such enforcement action by service upon such Rights warrant holder’s counsel in the foreign action as agent for such Rights warrant holder.

Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflict conflicts of lawslaw principles that would result in the application of the substantive laws of another jurisdiction. Subject to applicable law, the Company and the Rights Agent Each party hereby agree agrees that any action, proceeding or claim against either of them it arising out of or relating in any way to this Agreement, including under the Act, Agreement shall be brought and enforced in the courts of the State of New York in the Borough of Manhattan or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company and the Rights Agent Each party hereby waive waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Rights Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.38.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York in the Borough of Manhattan or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any Rights warrant holder, such Rights warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York in the Borough of Manhattan or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such Rights warrant holder in any such enforcement action by service upon such Rights warrant holder’s counsel in the foreign action as agent for such Rights warrant holder.

Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflict conflicts of lawslaw principles that would result in the application of the substantive laws of another jurisdiction. Subject to applicable law, the Company and the Rights Agent hereby agree agrees that any action, proceeding or claim against either of them it arising out of or relating in any way to this Agreement, including under the Act, Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. The Company and the Rights Agent hereby waive waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Rights Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.39.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any Rights warrant holder, such Rights warrant holder shall be deemed to have consented to: (xi) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (yii) having service of process made upon such Rights warrant holder in any such enforcement action by service upon such Rights warrant holder’s counsel in the foreign action as agent for such Rights warrant holder.

Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights shall be governed in all respects by the laws of the State of New York, without giving effect to conflict conflicts of lawslaw principles that would result in the application of the substantive laws of another jurisdiction. Subject to applicable law, the The Company and the Rights Agent hereby agree agrees that any action, proceeding or claim against either of them it arising out of or relating in any way to this Agreement, including under the Act, Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claimexclusive. The Company and the Rights Agent hereby waive waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 7.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Rights shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of the holder of any Rights holderRight, such Rights holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such Rights holder in any such enforcement action by service upon such Rights holder’s counsel in the foreign action as agent for such Rights holder.

Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement Amendment and of the Rights Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflict conflicts of lawslaw principles that would result in the application of the substantive laws of another jurisdiction. Subject to applicable law, the The Company and the Rights Agent hereby agree agrees that any action, proceeding or claim against either of them it arising out of or relating in any way to this Agreement, including under the Act, Amendment shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company and the Rights Agent hereby waive waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Rights Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.39.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any Rights warrant holder, such Rights warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such Rights warrant holder in any such enforcement action by service upon such Rights warrant holder’s counsel in the foreign action as agent for such Rights warrant holder.

Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflict conflicts of lawslaw principles that would result in the application of the substantive laws of another jurisdiction. Subject to applicable law, the The Company and the Rights Agent hereby agree agrees that any action, proceeding or claim against either of them it arising out of or relating in any way to this Agreement, including under the Securities Act, shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such actionexclusive. Subject to applicable law, proceeding or claim. The the Company and the Rights Agent hereby waive waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to (i) suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal district courts of the United States of America are the sole and exclusive forumforum or (ii) any of the types of actions that are required to brought in the Court of Chancery in the State of Delaware pursuant to the Company’s amended and restated certificate of incorporation (as the same may be further amended or amended and restated from time to time). Any person or entity purchasing or otherwise acquiring any interest in the Rights Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.39.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any Rights warrant holder, such Rights warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such Rights warrant holder in any such enforcement action by service upon such Rights warrant holder’s counsel in the foreign action as agent for such Rights warrant holder.

Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement these Warrant Terms and of the Rights Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflict conflicts of lawslaw principles that would result in the application of the substantive laws of another jurisdiction. Subject to applicable law, the The Company and the Rights Agent each Warrant holder hereby agree that any action, proceeding or claim against either of them it arising out of or relating in any way to this Agreement, including under the Act, these Warrant Terms shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. The Company and the Rights Agent each Warrant holder hereby waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, this Section 8.3 shall not apply to any action, proceeding or claim brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Rights Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.38.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any Rights Warrant holder, such Rights Warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such Rights Warrant holder in any such enforcement action by service upon such Rights Warrant holder’s counsel in the foreign action as agent for such Rights warrant holder.

Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflict conflicts of lawslaw principles that would result in the application of the substantive laws of another jurisdiction. Subject to applicable law, the The Company and the Rights Agent hereby agree agrees that any action, proceeding or claim against either of them it arising out of or relating in any way to this Agreement, including under the Act, Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. The Company and the Rights Agent hereby waive waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Rights Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.39.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any Rights Warrant holder, such Rights Warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such Rights Warrant holder in any such enforcement action by service upon such Rights Warrant holder’s counsel in the foreign action as agent for such Rights Warrant holder.

Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Rights Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflict conflicts of lawslaw principles that would result in the application of the substantive laws of another jurisdiction. Subject to applicable law, the The Company and the Rights Agent hereby agree agrees that any action, proceeding or claim against either of them it arising out of or relating in any way to this Agreement, including under the Act, Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company and the Rights Agent hereby waive waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. In addition, unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, or the rules and regulations promulgated thereunder Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in the Rights Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.39.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any Rights warrant holder, such Rights warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such Rights warrant holder in any such enforcement action by service upon such Rights warrant holder’s counsel in the foreign action as agent for such Rights warrant holder.