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

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. This Agreement and the documents delivered pursuant hereto shall be governed by and construed in accordance with the laws of the State of Florida without regard to any conflicts of law rules thereof. Each party hereto irrevocably submits to the exclusive jurisdiction of the Circuit Court of the State of Florida, Orange County, in any action or proceeding arising out of or relating to this Agreement or any of the Ancillary Documents, and each party hereby irrevocably agrees that all claims in respect of any such action or proceeding must be brought and/or defended in such court; provided, however, that matters which are under the exclusive jurisdiction of the Federal courts shall be brought in the Federal District Court for the Middle District of Florida. Each party hereto consents to service of process by any means authorized by the applicable law of the forum in any action brought under or arising out of this Agreement or any of the Ancillary Documents, and each party irrevocably waives, to the fullest extent each may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING HEREUNDER.

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. This The Parties agree that this Agreement and the documents delivered pursuant hereto all matters arising from or relating to this Agreement shall be governed by and construed and the rights and obligations of the Parties hereunder determined in accordance with the laws Laws of the State of Florida Texas, without regard to any conflicts the conflict of law rules laws principles thereof. Each party hereto The Parties irrevocably submits and unconditionally submit to the exclusive jurisdiction of the Circuit United States District Court for the Northern District of Texas or, if jurisdiction is not available therein, the State of FloridaTexas district court located in Dallas County, Orange CountyTexas, in any action or proceeding arising out of or relating to this Agreement or any of the Ancillary DocumentsAgreement, and each party hereby of the Parties irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding must may be brought and/or defended heard and determined in such court; provided, however, that matters which are under the exclusive jurisdiction of the Federal courts shall be brought in the Federal District Court for the Middle District of Florida. Each party hereto consents to service of process by any means authorized by the applicable law of the forum in any action brought under or arising out of this Agreement or any of the Ancillary Documents, and each party irrevocably waivesstate court or, to the fullest extent each may effectively do sopermitted by applicable Law, in such federal court. Without limitation of other means of service, the defense Parties agree that service of an inconvenient forum any process, summons, notice or document with respect to any action, suit or proceeding may be served on it in accordance with the notice provisions set forth in Section 11.6. The Parties irrevocably and unconditionally waive any objection to the maintenance laying of venue of any such suit, action or proceeding brought in any such courtcourt and any claim that such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH PARTY Each of the Parties agrees that a final judgment in any such suit, action or proceeding brought in an appropriate court pursuant to this Section 11.10 shall be conclusive and binding upon the Parties, as the case may be, and may be enforced in any other courts to whose jurisdiction the Parties, as the case may be, are or may be subject, by suit upon such judgment. THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, WAIVE THEIR RESPECTIVE RIGHTS TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO BUYERS’ INVESTIGATION OF THE BUSINESS, THE ASSETS, THIS AGREEMENT, THE NEGOTIATION AND EXECUTION OF THIS AGREEMENT OR ANY CONTRACT ENTERED INTO PURSUANT HERETO (EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY SET FORTH THEREIN) OR THE PERFORMANCE BY THE PARTIES OF ITS OR THEIR TERMS IN ANY SUIT, ACTION OR PROCEEDING ARISING HEREUNDEROF ANY TYPE BROUGHT BY ONE PARTY AGAINST THE OTHER, REGARDLESS OF THE BASIS OF THE CLAIM OR CAUSE OF ACTION.

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. This Agreement and the documents delivered pursuant hereto shall be governed by and construed in accordance with the laws THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK. Each of the State of Florida without regard to any conflicts of law rules thereof. Each party hereto Parties hereby irrevocably submits and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Circuit Court any Delaware state court, or federal court of the State United States of FloridaAmerica, Orange Countysitting in Delaware, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the agreements delivered in connection herewith or the transactions contemplated hereby or thereby or for recognition or enforcement of any of the Ancillary Documentsjudgment relating thereto, and each party of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, (ii) agrees that all claims any claim in respect of any such action or proceeding must may be brought and/or defended heard and determined in such Delaware State court or, to the extent permitted by law, in such federal court; provided, however, that matters which are under the exclusive jurisdiction of the Federal courts shall be brought in the Federal District Court for the Middle District of Florida. Each party hereto consents to service of process by any means authorized by the applicable law of the forum in any action brought under or arising out of this Agreement or any of the Ancillary Documents, and each party irrevocably (iii) waives, to the fullest extent each it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such Delaware state or federal court, and (iv) 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 Delaware state or federal court. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVESEach of the Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party irrevocably consents to service of process in the manner provided for notices in Section 15. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by law. Each Party irrevocably and unconditionally waives all right to trial by jury in any action, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SOproceeding or counterclaim (whether based on contract, TRIAL BY JURY IN ANY SUITtort or otherwise) arising out of or relating to this Agreement or the actions of the Company in the negotiation, ACTION OR PROCEEDING ARISING HEREUNDERadministration, performance and enforcement hereof.

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. This Agreement and the documents delivered pursuant hereto Note shall be governed by and construed in accordance with the substantive laws (other than conflict laws) of the State of Florida without regard to any conflicts of law rules thereofNew York. Each party The parties hereto irrevocably submits hereby (i) consent to the exclusive personal jurisdiction of the Circuit state and federal courts located in the County of New York, State of New York in connection with any controversy related to this Note; (ii) waive any argument that venue in any such forum is not convenient, (iii) agree that any litigation initiated by Inmark or Borrower in connection with this Note shall be venued in the United States District Court of the State Southern District of FloridaNew York and, Orange Countyto the extent such venue cannot be obtained, in any court having situs within the County of New York, State of New York; and (iv) agree that a final judgment in any such suit, action or proceeding arising out of or relating to this Agreement or any of the Ancillary Documents, and each party hereby irrevocably agrees that all claims in respect of any such action or proceeding must be brought and/or defended in such court; provided, however, that matters which are under the exclusive jurisdiction of the Federal courts shall be brought conclusive and may be enforced in other jurisdictions by suit on the Federal District Court for the Middle District of Florida. Each party hereto consents to service of process by any means authorized by the applicable law of the forum judgment or in any action brought under or arising out of this Agreement or any of the Ancillary Documentsother manner provided by law. BORROWER WAIVES PERSONAL SERVICE OR PROCESS AND CONSENTS THAT SERVICE OF PROCESS UPON BORROWER MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, and each party irrevocably waivesRETURN RECEIPT REQUESTED, to the fullest extent each may effectively do soDIRECTED TO BORROWER AT THE BORROWER'S ADDRESS SET FORTH IN SECTION 11 HEREOF, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtAND SERVICE SO MADE SHALL BE DEEMED COMPLETED FIVE (5) BUSINESS DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, THE PARTIES WAIVE ANY RIGHT TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING HEREUNDERBASED ON OR PERTAINING TO THIS NOTE, ANY OF THE OTHER ANCILLARY AGREEMENTS OR ANY OF THE OBLIGATIONS.

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. This The Parties agree that this Agreement and the documents delivered pursuant hereto all matters arising from or relating to this Agreement shall be governed by and construed in accordance with the laws Laws of the State Commonwealth of Florida Massachusetts, without regard to any conflicts the conflict of law rules principles thereof. Each party The Parties hereto irrevocably submits and unconditionally submit to the exclusive jurisdiction of the Circuit United States District Court for the District of Massachusetts and/or the Superior Court of the State Commonwealth of FloridaMassachusetts sitting in Springfield, Orange CountyMassachusetts, in any action or proceeding arising out of or relating to this Agreement or any of the Ancillary DocumentsAgreement, and each party hereby of the Parties hereto irrevocably and unconditionally agrees that all claims Claims in respect of any such action or proceeding must may be brought and/or defended heard and determined in such court; provided, however, that matters which are under the exclusive jurisdiction of the Federal courts shall be brought in the Federal District Court for the Middle District of Florida. Each party hereto consents to service of process by any means authorized by the applicable law of the forum in any action brought under or arising out of this Agreement or any of the Ancillary Documents, and each party irrevocably waivesstate court or, to the fullest extent each may effectively do sopermitted by applicable Law, in such federal court. Without limitation of other means of service, the defense Parties hereto agree that service of an inconvenient forum any process, summons, notice or document with respect to any action, suit or proceeding may be served on it in accordance with the notice provisions set forth in Section 10.6. The Parties hereto irrevocably and unconditionally waive any objection to the maintenance laying of venue of any such suit, action or proceeding brought in any such courtcourt and any claim that such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH PARTY The Parties hereto each agrees that a final judgment in any such suit, action or proceeding brought in an appropriate court pursuant to this Section 10.11 shall be conclusive and binding upon the Parties hereto, as the case may be, and may be enforced in any other courts to whose jurisdiction the Parties hereto, as the case may be, is or may be subject, by suit upon such judgment. THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, WAIVE THEIR RESPECTIVE RIGHTS TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THE BUYER’S INVESTIGATION OF THE BUSINESS, THE ASSETS, THIS AGREEMENT, THE NEGOTIATION AND EXECUTION OF THIS AGREEMENT OR ANY CONTRACT ENTERED INTO PURSUANT HERETO (EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY SET FORTH THEREIN) OR THE PERFORMANCE BY THE PARTIES OF ITS OR THEIR TERMS IN ANY SUIT, ACTION OR PROCEEDING ARISING HEREUNDEROF ANY TYPE BROUGHT BY ONE PARTY AGAINST THE OTHER, REGARDLESS OF THE BASIS OF THE CLAIM OR CAUSE OF ACTION.

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. This Agreement and the documents delivered pursuant hereto The Loan Documents shall be governed by and construed in accordance with the substantive laws (other than conflict laws) of the State of New York, except that at all times the provisions for the creation, perfection and enforcement of the liens and security interests granted by Ronson Canada pursuant hereto and pursuant to the other Loan Documents with respect to the Collateral owned by Ronson Canada may be governed by, and construed according to, the laws of the Province of Ontario, Canada, it being understood that, to the fullest extent permitted by the laws of such Province, the laws of the State of Florida without regard to any conflicts New York shall govern the construction, validity and enforceability of law rules thereofall Loan Documents and all of the Indebtedness arising hereunder and thereunder. Each party The parties hereto irrevocably submits hereby (i) consent to the exclusive personal jurisdiction of the Circuit Court of state and federal courts located in the State of FloridaNew York in connection with any controversy related to this Agreement; (ii) waive any argument that venue in any such forum is not convenient; (iii) agree that any litigation initiated by the Lender or the Loan Parties in connection with this Agreement or the other Loan Documents may be venued in either the state or federal courts located in the City of New York, Orange New York County, New York; and (iv) agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Borrower hereby irrevocably designates and appoints Parent as the designee, appointee and agent of such Borrower to receive, accept and acknowledge for and on behalf of such Borrower and its property service of any and all legal process, summons, notices and documents which may be served in any such action, suit or proceeding relating to the Loan Documents or the Indebtedness, which service may be made on Parent in accordance with legal procedures prescribed for such courts. Each Borrower agrees that service upon it or Parent as provided for herein shall constitute a valid and effective personal service upon it and that the failure of Parent to give any notice of such service to any Borrower shall not impair or affect in any way the validity of such service. Nothing herein contained shall, or shall be construed so as to, limit the right of the Lender to bring actions, suits or proceedings with respect to the obligations and liabilities of the Borrowers under, or any other matter arising out of or relating to this Agreement in connection with, the Loan Documents, or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, in the courts of whatever jurisdiction in which the office of the Ancillary Documents, and each party hereby irrevocably agrees that all claims in respect of any such action Lender may be located or proceeding must be brought and/or defended in such court; provided, however, that matters which are under the exclusive jurisdiction assets of the Federal courts Borrowers may be found or otherwise shall be brought in to Parent seem appropriate, or to affect the Federal District Court for the Middle District of Florida. Each party hereto consents right to service of process by in any means authorized jurisdiction in any other manner permitted by the applicable law of the forum in any action brought under or arising out law. [Remainder of this Agreement or any of the Ancillary Documents, and each party irrevocably waives, to the fullest extent each may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. EACH PARTY HERETO HEREBY IRREVOCABLY page intentionally left blank] THE LOAN PARTIES AND UNCONDITIONALLY WAIVES, THE LENDER WAIVE ANY RIGHT TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, TRIAL BY JURY IN ANY SUIT, ACTION AT LAW OR IN EQUITY OR IN ANY OTHER PROCEEDING ARISING HEREUNDERBASED ON OR PERTAINING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. This Agreement and the documents delivered pursuant hereto shall be governed by and construed in accordance with the substantive laws (other than conflict laws) of the State of Florida without regard to any conflicts of law rules thereofNew York. Each party The parties hereto irrevocably submits hereby (i) consent to the exclusive personal jurisdiction of the Circuit state and federal courts located in the County of New York, State of New York in connection with any controversy related to this Agreement; (ii) waive any argument that venue in any such forum is not convenient, (iii) agree that any litigation initiated by Inmark or Pledgor in connection with this Agreement shall be venued in the United States District Court of the State Southern District of FloridaNew York and, Orange Countyto the extent such venue cannot be obtained, in any court having situs within the County of New York, State of New York; and (iv) agree that a final judgment in any such suit, action or proceeding arising out of or relating to this Agreement or any of the Ancillary Documents, and each party hereby irrevocably agrees that all claims in respect of any such action or proceeding must be brought and/or defended in such court; provided, however, that matters which are under the exclusive jurisdiction of the Federal courts shall be brought conclusive and may be enforced in other jurisdictions by suit on the Federal District Court for the Middle District of Florida. Each party hereto consents to service of process by any means authorized by the applicable law of the forum judgment or in any action brought under or arising out of this Agreement or any of the Ancillary Documentsother manner provided by law. THE PLEDGOR WAIVES PERSONAL SERVICE OR PROCESS AND CONSENTS THAT SERVICE OF PROCESS UPON THE PLEDGOR MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, and each party irrevocably waivesRETURN RECEIPT REQUESTED, to the fullest extent each may effectively do soDIRECTED TO PLEDGOR AT THE PLEDGOR'S ADDRESS SET FORTH IN SECTION 14 HEREOF, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtAND SERVICE SO MADE SHALL BE DEEMED COMPLETED FIVE (5) BUSINESS DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, THE PARTIES WAIVE ANY RIGHT TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING HEREUNDERBASED ON OR PERTAINING TO THIS AGREEMENT, ANY OF THE OBLIGATIONS OR ANY OF THE COLLATERAL.

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. This Agreement and the documents delivered pursuant hereto The Loan Documents shall be governed by and construed in accordance with the substantive laws of the State of Florida New York, without regard giving effect to any conflicts of law rules thereoflaws principles. Each party The parties hereto irrevocably submits hereby (i) consent to the exclusive personal jurisdiction of the Circuit Court of State and Federal courts located in the State of FloridaNew York in connection with any controversy related to this Agreement; (ii) waive any argument that venue in any such forum is not convenient, Orange (iii) agree that any litigation initiated by the Lender or any Obligor in connection with this Agreement or the other Loan Documents may be venued in either the State or Federal courts located in New York County, New York; and (iv) agree that a final judgment in any such suit, action or proceeding arising out of or relating to this Agreement or any of the Ancillary Documents, and each party hereby irrevocably agrees that all claims in respect of any such action or proceeding must be brought and/or defended in such court; provided, however, that matters which are under the exclusive jurisdiction of the Federal courts shall be brought conclusive and may be enforced in other jurisdictions by suit on the Federal District Court for the Middle District of Florida. Each party hereto consents to service of process by any means authorized by the applicable law of the forum judgment or in any action brought under or arising out of this Agreement or any of the Ancillary Documents, and each party irrevocably waives, to the fullest extent each may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtother manner provided by law. EACH PARTY HERETO HEREBY IRREVOCABLY OBLIGOR WAIVES PERSONAL SERVICE OF PROCESS AND UNCONDITIONALLY WAIVESCONSENTS THAT SERVICE OF PROCESS UPON SUCH OBLIGOR MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO SUCH OBLIGOR AT ITS ADDRESS APPEARING ON THE FULLEST EXTENT IT MAY LEGALLY LENDER’S RECORDS, AND EFFECTIVELY DO SO, SERVICE SO MADE SHALL BE DEEMED COMPLETED TWO (2) DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED. THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING HEREUNDERBASED ON OR PERTAINING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. This Agreement and the documents delivered pursuant hereto Warrant shall be governed by and construed in accordance with the laws of the State of Florida Delaware and the laws of the United States applicable therein (in each case without regard giving effect to any conflicts choice or conflict of law rules thereof. Each party hereto irrevocably submits to laws provision or rule that would cause the exclusive jurisdiction application of the Circuit Court laws of the State of Floridaany other jurisdiction) and shall be treated in all respects as a Delaware contract. Any action, Orange County, in any action suit or proceeding arising out of or relating to this Agreement or any of the Ancillary Documents, and each party hereby irrevocably agrees that all claims in respect of any such action or proceeding must be brought and/or defended in such court; provided, however, that matters which are under the exclusive jurisdiction of the Federal courts Warrant shall be brought in San Diego County, California or, if it has or can acquire jurisdiction, any Federal court located in such State and County, and THE COMPANY AND THE HOLDER HEREOF, AFTER CONSULTING WITH OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS AND WAIVE TRIAL BY JURY (AND AGREE NOT TO REQUEST TRIAL BY JURY), IN EACH CASE IN CONNECTION WITH ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT. The Company and the Federal District Court for holder hereof each hereby irrevocably and unconditionally waives any objection to the Middle District laying of Florida. Each party hereto consents venue of any action, suit or proceeding arising out of or relating to this Warrant or the transactions contemplated hereby in the courts of the State of California or the United States of America, in each case located in San Diego County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such matter brought in any such court has been brought in an inconvenient forum The Company and the holder hereof each hereby irrevocably waives personal service of process by any means authorized by the applicable law of the forum and consents to process being served in any action brought under or arising out of this Agreement or any of the Ancillary Documentssuch suit, and each party irrevocably waives, to the fullest extent each may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any such courtway any right to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVESBy accepting this Warrant from the Company or its previous holder, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING HEREUNDERthe holder agrees to be bound by the terms of this Section 14.

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. This The Parties agree that this Agreement and the documents delivered pursuant hereto all matters arising from or relating to this Agreement shall be governed by and construed and the rights and obligations of the Parties hereunder determined in accordance with the laws Laws of the State of Florida Texas, without regard to any conflicts the conflict of law rules laws principles thereof. Each party hereto The Parties irrevocably submits and unconditionally submit to the exclusive jurisdiction of the Circuit United States District Court for the Western District of Texas or, if jurisdiction is not available therein, the State of FloridaTexas district court located in Bexar County, Orange CountyTexas, in any action or proceeding arising out of or relating to this Agreement or any of the Ancillary DocumentsAgreement, and each party hereby of the Parties irrevocably and unconditionally agrees that all claims Claims in respect of any such action or proceeding must may be brought and/or defended heard and determined in such court; provided, however, that matters which are under the exclusive jurisdiction of the Federal courts shall be brought in the Federal District Court for the Middle District of Florida. Each party hereto consents to service of process by any means authorized by the applicable law of the forum in any action brought under or arising out of this Agreement or any of the Ancillary Documents, and each party irrevocably waivesstate court or, to the fullest extent each may effectively do sopermitted by applicable Law, in such federal court. Without limitation of other means of service, the defense Parties agree that service of an inconvenient forum any process, summons, notice or document with respect to any action, suit or proceeding may be served on it in accordance with the notice provisions set forth in Section 11.6. The Parties irrevocably and unconditionally waive any objection to the maintenance laying of venue of any such suit, action or proceeding brought in any such courtcourt and any claim that such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH PARTY Each of the Parties agrees that a final judgment in any such suit, action or proceeding brought in an appropriate court pursuant to this Section 11.11 shall be conclusive and binding upon the Parties, as the case may be, and may be enforced in any other courts to whose jurisdiction the Parties, as the case may be, are or may be subject, by suit upon such judgment. THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, WAIVE THEIR RESPECTIVE RIGHTS TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO BUYERS’ INVESTIGATION OF THE BUSINESS, THE ASSETS, THIS AGREEMENT, THE NEGOTIATION AND EXECUTION OF THIS AGREEMENT OR ANY CONTRACT ENTERED INTO PURSUANT HERETO (EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY SET FORTH THEREIN) OR THE PERFORMANCE BY THE PARTIES OF ITS OR THEIR TERMS IN ANY SUIT, ACTION OR PROCEEDING ARISING HEREUNDEROF ANY TYPE BROUGHT BY ONE PARTY AGAINST THE OTHER, REGARDLESS OF THE BASIS OF THE CLAIM OR CAUSE OF ACTION.

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. This Agreement The Loan Documents (other than real estate related documents, if any, and other than the documents delivered pursuant hereto Canadian Security Documents) shall be governed by and construed in accordance with the substantive laws (other than conflict laws) of the State of Florida without regard Texas. The parties to any conflicts of law rules thereof. Each party hereto irrevocably submits this Agreement (a) consent to the exclusive personal jurisdiction of the Circuit Court of state and federal courts located in the State of Florida, Orange County, Texas in connection with any controversy related to this Agreement; (b) waive any argument that venue in any such forum is not convenient; (c) agree that any litigation initiated by Xxxxx Fargo or Company in connection with this Agreement or the other Loan Documents may be venued in either the state or federal courts located in the County of Dallas, State of Texas, and (d) agree that a final judgment in any such suit, action or proceeding arising out of or relating to this Agreement or any of the Ancillary Documents, and each party hereby irrevocably agrees that all claims in respect of any such action or proceeding must be brought and/or defended in such court; provided, however, that matters which are under the exclusive jurisdiction of the Federal courts shall be brought conclusive and may be enforced in other jurisdictions by suit on the Federal District Court for the Middle District of Florida. Each party hereto consents to service of process by any means authorized by the applicable law of the forum judgment or in any action brought under or arising out of this Agreement or any of the Ancillary Documents, and each party irrevocably waives, to the fullest extent each may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtother manner provided by law. EACH PARTY HERETO HEREBY IRREVOCABLY COMPANY AND UNCONDITIONALLY WAIVES, XXXXX FARGO WAIVE ANY RIGHT TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, TRIAL BY JURY IN ANY SUITACTION AT LAW OR IN EQUITY OR IN ANY OTHER PROCEEDING BASED ON OR PERTAINING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT. TANDY BRANDS ACCESSORIES, ACTION INC. By: /s/ N. Xxxxxxxx XxXxxxxx III Xxxxxxxx XxXxxxxx, III Its: President and Chief Executive Officer XXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Xxxx Ellemore Its: Vice President X.X. XXXXXXX CANADA LTD. By: /s/ N. Xxxxxxxx XxXxxxxx III Xxxxxxxx XxXxxxxx, III Its: President and Chief Executive Officer THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR PROCEEDING ARISING HEREUNDER.SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. COMPANY AND XXXXX FARGO have executed this Agreement through their authorized officers as of the date set forth above. XXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Xxxx Ellemore Vice President Its: Authorized Signatory Xxxxx Fargo Bank, National Association 0000 Xxxxxxx Xxxx Xxxx. Xxxxx 000 Xxxxx, XX 00000 MAC#T5322-060 Attn: Senior Portfolio Manager TANDY BRANDS ACCESSORIES, INC. By: /s/ N. Xxxxxxxx XxXxxxxx III N. Xxxxxxxx XxXxxxxx, III Its: President and Chief Executive Officer Tandy Brands Accessories, Inc. 0000 X. Xxxxx Street, Suite A Dallas, TX 75211 Fax: 000.000.0000 Attention: N. Xxxxxxxx XxXxxxxx, III e-mail: xxx_xxxxxxxx@xxxxxxxxxxx.xxx Federal Employer Identification No. 00-0000000 Organizational Identification No. 2245403

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. This Agreement and the documents delivered pursuant The Parties hereto agree that this agreement shall be governed by and construed in accordance with the laws Laws of the State of Florida without regard to any conflicts of law rules thereofConnecticut. Each party The Parties hereto irrevocably submits and unconditionally submit to the exclusive jurisdiction of the Circuit United States District Court for the District of the State of FloridaConnecticut, Orange Countysitting in Bridgeport, in Connecticut, over any suit, action or proceeding arising out of or relating to this Agreement or Agreement. To the extent federal jurisdiction is lacking for any particular claim, the Parties hereto will accept the jurisdiction of the Ancillary DocumentsConnecticut superior court in Bridgeport, Connecticut. Without limitation of other means of service, the Parties hereto agree that service of any process, summons, notice or document with respect to any action, suit or proceeding may be served on it in accordance with the notice provisions set forth in Section 11.6. The Parties hereto irrevocably and each party hereby irrevocably agrees that all claims in respect unconditionally waive any objection to the laying of venue of any such suit, action or proceeding must be brought and/or defended in any such court; providedcourt and any claim that such suit, howeveraction or proceeding brought in any such court has been brought in an inconvenient forum. The Parties hereto each agrees that a final judgment in any such suit, that matters which are under the exclusive jurisdiction of the Federal courts action or proceeding brought in an appropriate court pursuant to this Section 11.11 shall be brought in conclusive and binding upon the Federal District Court for Parties hereto, as the Middle District of Florida. Each party hereto consents to service of process by any means authorized by the applicable law of the forum case may be, and may be enforced in any other courts to whose jurisdiction the Parties hereto, as the case may be, is or may be subject, by suit upon such judgment. The Parties hereto hereby waive their respective rights to a trial by jury of any claim or cause of action brought under or arising out of this Agreement, the negotiation and execution of this Agreement or the performance by the Parties of its or their terms in any of the Ancillary Documentssuit, and each party irrevocably waives, to the fullest extent each may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in of any such court. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVEStype brought by one Party against the other, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING HEREUNDERregardless of the basis of the claim or cause of action.

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. This Agreement and the documents delivered pursuant hereto shall be governed by and construed in accordance with the substantive laws (other than conflict laws) of the State of Florida without regard to any conflicts of law rules thereofNew York. Each party The parties hereto irrevocably submits hereby (i) consent to the exclusive personal jurisdiction of the Circuit state and federal courts located in the County of New York, State of New York in connection with any controversy related to this Agreement; (ii) waive any argument that venue in any such forum is not convenient, (iii) agree that any litigation initiated by NFB or Pledgor in connection with this Agreement shall be venued in the United States District Court of the State Southern District of FloridaNew York and, Orange Countyto the extent such venue cannot be obtained, in any court having situs within the County of New York, State of New York; and (iv) agree that a final judgment in any such suit, action or proceeding arising out of or relating to this Agreement or any of the Ancillary Documents, and each party hereby irrevocably agrees that all claims in respect of any such action or proceeding must be brought and/or defended in such court; provided, however, that matters which are under the exclusive jurisdiction of the Federal courts shall be brought conclusive and may be enforced in other jurisdictions by suit on the Federal District Court for the Middle District of Florida. Each party hereto consents to service of process by any means authorized by the applicable law of the forum judgment or in any action brought under or arising out of this Agreement or any of the Ancillary Documentsother manner provided by law. THE PLEDGOR WAIVES PERSONAL SERVICE OR PROCESS AND CONSENTS THAT SERVICE OF PROCESS UPON THE PLEDGOR MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, and each party irrevocably waivesRETURN RECEIPT REQUESTED, to the fullest extent each may effectively do soDIRECTED TO PLEDGOR AT THE PLEDGOR'S ADDRESS SET FORTH IN SECTION 14 HEREOF, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtAND SERVICE SO MADE SHALL BE DEEMED COMPLETED FIVE (5) BUSINESS DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, THE PARTIES WAIVE ANY RIGHT TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING HEREUNDERBASED ON OR PERTAINING TO THIS AGREEMENT, ANY OF THE OBLIGATIONS OR ANY OF THE COLLATERAL.

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. This Agreement, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement and the documents delivered pursuant hereto (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), shall be governed by by, and construed enforced in accordance with with, the internal laws of the State of Florida without regard to any conflicts of law rules thereofNew Jersey. Each party hereto of the Parties hereby irrevocably submits and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Circuit any Superior Court of the State of Floridasitting in Bergen County, Orange Countyand any appellate court from any appeal thereof, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby or the negotiation, execution or performance hereof (including any claim or cause of the Ancillary Documentsaction based upon, and each party hereby irrevocably agrees that all claims in respect of any such action or proceeding must be brought and/or defended in such court; provided, however, that matters which are under the exclusive jurisdiction of the Federal courts shall be brought in the Federal District Court for the Middle District of Florida. Each party hereto consents to service of process by any means authorized by the applicable law of the forum in any action brought under or arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) or for recognition or enforcement of any of the Ancillary Documents, and each party irrevocably waives, to the fullest extent each may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtjudgment relating thereto. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT WAIVES ANY RIGHT IT MAY LEGALLY AND EFFECTIVELY DO SO, HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUITACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE NEGOTIATION, EXECUTION OR PERFORMANCE HEREOF OR THEREOF (INCLUDING ANY CLAIM OR CAUSE OF ACTION BASED UPON, ARISING OUT OF OR PROCEEDING ARISING HEREUNDERRELATED TO ANY REPRESENTATION OR WARRANTY MADE IN OR IN CONNECTION WITH THIS AGREEMENT OR AS AN INDUCEMENT TO ENTER INTO THIS AGREEMENT).

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. This Agreement and the documents delivered pursuant hereto Guaranty shall be governed by and construed in accordance with the substantive laws (other than conflict laws) of the State of Florida without regard to any conflicts of law rules thereofNew York. Each party The Guarantor hereto irrevocably submits hereby (i) consents to the exclusive personal jurisdiction of the Circuit state and federal courts located in the County of New York, State of New York in connection with any controversy related to this Guaranty; (ii) waives any argument that venue in any such forum is not convenient, (iii) agree that any litigation initiated by NFB or Borrower in connection with this Guaranty shall be venued in the United States District Court of the State Southern District of FloridaNew York and, Orange Countyto the extent such venue cannot be obtained, in any court having situs within the County of New York, State of New York; and (iv) agree that a final judgment in any such suit, action or proceeding arising out of or relating to this Agreement or any of the Ancillary Documents, and each party hereby irrevocably agrees that all claims in respect of any such action or proceeding must be brought and/or defended in such court; provided, however, that matters which are under the exclusive jurisdiction of the Federal courts shall be brought conclusive and may be enforced in other jurisdictions by suit on the Federal District Court for the Middle District of Florida. Each party hereto consents to service of process by any means authorized by the applicable law of the forum judgment or in any action brought under or arising out of this Agreement or any of the Ancillary Documentsother manner provided by law. THE GUARANTOR WAIVES PERSONAL SERVICE OR PROCESS AND CONSENTS THAT SERVICE OF PROCESS UPON THE GUARANTOR MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, and each party irrevocably waivesRETURN RECEIPT REQUESTED, to the fullest extent each may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, DIRECTED TO THE FULLEST EXTENT IT MAY LEGALLY GUARANTOR AT THE GUARANTOR'S ADDRESS SET FORTH BENEATH THE SIGNATURE OF THE PLEDGOR HEREIN, AND EFFECTIVELY DO SO, SERVICE SO MADE SHALL BE DEEMED COMPLETED FIVE (5) BUSINESS DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED. THE GUARANTOR WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING HEREUNDERBASED ON OR PERTAINING TO THIS GUARANTY, ANY OTHER ANCILLARY AGREEMENT OR ANY OF THE GUARANTOR OBLIGATIONS.

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. This Agreement and the documents delivered pursuant hereto Guaranty shall be governed by and construed in accordance with the substantive laws (other than conflict laws) of the State of Florida without regard to any conflicts of law rules thereofNew York. Each party Guarantor hereto irrevocably submits hereby (i) consents to the exclusive personal jurisdiction of the Circuit state and federal courts located in the County of New York, State of New York in connection with any controversy related to this Guaranty; (ii) waives any argument that venue in any such forum is not convenient, (iii) agrees that any litigation initiated by Inmark or any Guarantor in connection with this Guaranty shall be venued in the United States District Court of the State Southern District of FloridaNew York and, Orange Countyto the extent such venue cannot be obtained, in any court having situs within the County of New York, State of New York; and (iv) agrees that a final judgment in any such suit, action or proceeding arising out of or relating to this Agreement or any of the Ancillary Documents, and each party hereby irrevocably agrees that all claims in respect of any such action or proceeding must be brought and/or defended in such court; provided, however, that matters which are under the exclusive jurisdiction of the Federal courts shall be brought conclusive and may be enforced in other jurisdictions by suit on the Federal District Court for the Middle District of Florida. Each party hereto consents to service of process by any means authorized by the applicable law of the forum judgment or in any action brought under or arising out of this Agreement or any of the Ancillary Documents, and each party irrevocably waives, to the fullest extent each may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such courtother manner provided by law. EACH PARTY HERETO HEREBY IRREVOCABLY GUARANTOR WAIVES PERSONAL SERVICE OR PROCESS AND UNCONDITIONALLY WAIVESCONSENTS THAT SERVICE OF PROCESS UPON SUCH GUARANTOR MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO SUCH GUARANTOR AT SUCH GUARANTOR'S ADDRESS SET FORTH BENEATH THE FULLEST EXTENT IT MAY LEGALLY SIGNATURE OF SUCH GUARANTOR HEREIN, AND EFFECTIVELY DO SO, SERVICE SO MADE SHALL BE DEEMED COMPLETED FIVE (5) BUSINESS DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED. EACH GUARANTOR WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING HEREUNDERBASED ON OR PERTAINING TO THIS GUARANTY OR ANY OF THE OBLIGATIONS.

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. This Agreement and the documents delivered pursuant hereto Warrant shall be governed by and construed in accordance with the laws of the State of Florida Delaware and the laws of the United States applicable therein (in each case without regard giving effect to any conflicts choice or conflict of law rules thereoflaws provision or rule that would cause the application of the laws of any other jurisdiction) and shall be treated in all respects as a Delaware contract. Each party hereto Any action, suit or proceeding arising out of or relating to this Warrant shall be brought in San Diego County, California or, if it has or can acquire jurisdiction, any Federal court located in such State and County, and THE COMPANY AND THE HOLDER HEREOF, AFTER CONSULTING WITH OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS AND WAIVE TRIAL BY JURY (AND AGREE NOT TO REQUEST TRIAL BY JURY), IN EACH CASE IN CONNECTION WITH ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS WARRANT. The Company and the holder hereof each hereby irrevocably submits and unconditionally waives any objection to the exclusive jurisdiction laying of the Circuit Court venue of the State of Floridaany action, Orange County, in any action suit or proceeding arising out of or relating to this Agreement or any the transactions contemplated hereby in the courts of the Ancillary DocumentsState of California or the United States of America, in each case located in San Diego County, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such matter brought in any such court has been brought in an inconvenient forum. The Company and the holder hereof each party hereby irrevocably agrees that all claims waives personal service of process and consents to process being served in respect of any such suit, action or proceeding must be brought and/or defended in by mailing a copy thereof to such court; provided, however, party at the address for such notices to it under this Warrant and agrees that matters which are under the exclusive jurisdiction of the Federal courts such service shall be brought in the Federal District Court for the Middle District of Florida. Each party hereto consents to constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by any means authorized law. By accepting this Warrant from the Company or its previous holder, the holder agrees to be bound by the applicable law of the forum in any action brought under or arising out terms of this Agreement or any of the Ancillary Documents, and each party irrevocably waives, to the fullest extent each may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING HEREUNDERSection 14.

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. This The Parties agree that this Agreement and the documents delivered pursuant hereto all matters arising from or relating to this Agreement shall be governed by and construed in accordance with the laws Laws of the State of Florida New York, without regard to any conflicts the conflict of law rules principles thereof. Each party The Parties hereto irrevocably submits and unconditionally submit to the exclusive jurisdiction of the Circuit United States District Court for the Southern District of the State of Florida, Orange New York located in New York County, in any action or proceeding arising out of or relating to this Agreement or any of the Ancillary DocumentsAgreement, and each party hereby of the Parties hereto irrevocably and unconditionally agrees that all claims Claims in respect of any such action or proceeding must may be brought and/or defended heard and determined in such court; provided, however, that matters which are under the exclusive jurisdiction of the Federal courts shall be brought in the Federal District Court for the Middle District of Florida. Each party hereto consents to service of process by any means authorized by the applicable law of the forum in any action brought under or arising out of this Agreement or any of the Ancillary Documents, and each party irrevocably waivesstate court or, to the fullest extent each may effectively do sopermitted by applicable Law, in such federal court. Without limitation of other means of service, the defense Parties hereto agree that service of an inconvenient forum any process, summons, notice or document with respect to any action, suit or proceeding may be served on it in accordance with the notice provisions set forth in Section 10.6. The Parties hereto irrevocably and unconditionally waive any objection to the maintenance laying of venue of any such suit, action or proceeding brought in any such courtcourt and any claim that such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH PARTY The Parties hereto each agrees that a final judgment in any such suit, action or proceeding brought in an appropriate court pursuant to this Section 10.11 shall be conclusive and binding upon the Parties hereto, as the case may be, and may be enforced in any other courts to whose jurisdiction the Parties hereto, as the case may be, is or may be subject, by suit upon such judgment. THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, WAIVE THEIR RESPECTIVE RIGHTS TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO BUYER’S INVESTIGATION OF THE BUSINESS, THE ASSETS, THIS AGREEMENT, THE NEGOTIATION AND EXECUTION OF THIS AGREEMENT OR ANY CONTRACT ENTERED INTO PURSUANT HERETO (EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY SET FORTH THEREIN) OR THE PERFORMANCE BY THE PARTIES OF ITS OR THEIR TERMS IN ANY SUIT, ACTION OR PROCEEDING ARISING HEREUNDEROF ANY TYPE BROUGHT BY ONE PARTY AGAINST THE OTHER, REGARDLESS OF THE BASIS OF THE CLAIM OR CAUSE OF ACTION.

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. This Agreement Limited Guarantee and all actions (whether at law, in contract, in tort or otherwise) that may be based upon, arise out of or relate to this Limited Guarantee, or the documents delivered pursuant hereto negotiation, execution or performance hereof shall be governed by by, and construed in accordance with with, the laws of the State of Florida without regard to any Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law rules thereoflaws. Each party hereto irrevocably submits to the exclusive jurisdiction of the Circuit Court of the State of Florida, Orange CountyAll actions and proceedings (whether at law, in any action contract, in tort or proceeding otherwise) arising out of or relating to this Agreement Limited Guarantee, the negotiation, validity or any performance of this Limited Guarantee shall be heard and determined in the Court of Chancery of the Ancillary DocumentsState of Delaware, and each party hereby the parties irrevocably agrees that all claims submit to the jurisdiction of such court (and, in respect the case of appeals, the appropriate appellate court therefrom), in any such action or proceeding must be brought and/or defended in such court; provided, however, that matters which are under the exclusive jurisdiction of the Federal courts shall be brought in the Federal District Court for the Middle District of Florida. Each party hereto consents to service of process by any means authorized by the applicable law of the forum in any action brought under or arising out of this Agreement or any of the Ancillary Documents, and each party irrevocably waives, to the fullest extent each may effectively do so, waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. The parties agree that service of any court paper may be made in any manner as may be provided under the applicable Laws or court rules governing service of process in such court. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any such courtother manner provided by applicable Law. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND UNCONDITIONALLY WAIVES, ALL RIGHTS TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, TRIAL BY JURY IN ANY SUIT, ACTION OR LEGAL PROCEEDING ARISING HEREUNDEROUT OF OR RELATED TO THIS AGREEMENT.

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. This The Parties agree that this Agreement and the documents delivered pursuant hereto all matters arising from or relating to this Agreement shall be governed by and construed in accordance with the laws Laws of the State of Florida Delaware, without regard to any conflicts the conflict of law rules principles thereof. Each party The Parties hereto irrevocably submits and unconditionally submit to the exclusive jurisdiction of the Circuit Court of Chancery of the State of FloridaDelaware in and for New Castle County or, Orange if the Court of Chancery lacks jurisdiction over such matter, any federal or state court having jurisdiction 57 over the matter situated in New Castle County, Delaware, in any action or proceeding arising out of or relating to this Agreement or any of the Ancillary DocumentsAgreement, and each party hereby of the Parties hereto irrevocably and unconditionally agrees that all claims Actions in respect of any such action or proceeding must may be brought and/or defended heard and determined in such court; provided, however, that matters which are under the exclusive jurisdiction of the Federal courts shall be brought in the Federal District Court for the Middle District of Florida. Each party hereto consents to service of process by any means authorized by the applicable law of the forum in any action brought under or arising out of this Agreement or any of the Ancillary Documents, and each party irrevocably waivesstate court or, to the fullest extent each may effectively do sopermitted by applicable Law, in such federal court. Without limitation of other means of service, the defense Parties hereto agree that service of an inconvenient forum any process, summons, notice or document with respect to any action, suit or proceeding may be served on it in accordance with the notice provisions set forth in Section 11.6. The Parties hereto irrevocably and unconditionally waive any objection to the maintenance laying of venue of any such suit, action or proceeding brought in any such courtcourt and any claim that such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVESThe Parties hereto each agree that a final judgment in any such suit, action or proceeding brought in an appropriate court pursuant to this Section 11.12 shall be conclusive and binding upon the Parties hereto, as the case may be, and may be enforced in any other courts to whose jurisdiction the Parties hereto, as the case may be, is or may be subject, by suit upon such judgment. TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SOPERMITTED UNDER APPLICABLE LAW, THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO BUYER’S INVESTIGATION OF THE BUSINESS, THE ASSETS, THIS AGREEMENT, THE NEGOTIATION AND EXECUTION OF THIS AGREEMENT OR ANY CONTRACT ENTERED INTO PURSUANT HERETO (EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY SET FORTH THEREIN) OR THE PERFORMANCE BY THE PARTIES OF ITS OR THEIR TERMS IN ANY SUIT, ACTION OR PROCEEDING ARISING HEREUNDEROF ANY TYPE BROUGHT BY ONE PARTY AGAINST THE OTHER, REGARDLESS OF THE BASIS OF THE CLAIM OR CAUSE OF ACTION.

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. This Agreement and all acts and transactions pursuant hereto and the documents delivered pursuant rights and obligations of the Parties hereto shall be governed by governed, construed, and construed interpreted in accordance with the laws of the State of Florida Delaware, without regard giving effect to any conflicts conflict of law rules thereofprinciples. Each party In addition, each of the Parties hereto irrevocably submits (i) consents to submit itself to the exclusive jurisdiction of the Circuit Court of Chancery or other courts of the State of FloridaDelaware for the purpose of any suit, Orange Countyaction, in any action or other proceeding arising out of or based upon this Agreement, (ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court, (iii) agrees that it will not bring any suit, action, or other proceeding arising out of, relating to to, or based upon this Agreement or any of the Ancillary Documentstransactions contemplated by this Agreement in any court other than the Court of Chancery or other courts of the State of Delaware, and each party hereby irrevocably (iv) waives, and agrees that all claims not to assert, by way of motion, as a defense, or otherwise, in respect of any such action suit, action, or proceeding must be brought and/or defended in such court; providedproceeding, however, any claim that matters which are under it is not subject to the exclusive jurisdiction of the Federal courts shall be 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 Federal District Court for venue of the Middle District of Floridasuit, 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 Party hereto hereby consents to service of process by any means authorized by being made through the applicable law of the forum notice procedures set forth in any action brought under or arising out of this Agreement or any of the Ancillary Documents, Section 8 and each party irrevocably waivesagrees that, to the fullest extent each may effectively do sopermitted by law, the defense service of an inconvenient forum any process, summons, notice, or document by U.S. registered mail to the maintenance Parties’ respective addresses set forth on the signature page hereto shall be effective service of such action process for any suit or proceeding in any such courtconnection with this Agreement or the transactions contemplated hereby. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY LEGALLY AND EFFECTIVELY DO SO, HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUITCLAIM OR ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, ACTION UNDER OR PROCEEDING ARISING HEREUNDERIN CONNECTION WITH THIS AGREEMENT OR THE SERVICES CONTEMPLATED HEREBY.

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. This Agreement and the documents delivered pursuant hereto Guaranty shall be governed by and construed in accordance with the substantive laws (other than conflict laws) of the State of Florida without regard to any conflicts of law rules thereofNew York. Each party The Guarantor hereto irrevocably submits hereby (i) consents to the exclusive personal jurisdiction of the Circuit state and federal courts located in the County of New York, State of New York in connection with any controversy related to this Guaranty; (ii) waives any argument that venue in any such forum is not convenient, (iii) agrees that any litigation initiated by Inmark or the Guarantor in connection with this Guaranty shall be venued in the United States District Court of the State Southern District of FloridaNew York and, Orange Countyto the extent such venue cannot be obtained, in any court having situs within the County of New York, State of New York; and (iv) agrees that a final judgment in any such suit, action or proceeding arising out of or relating to this Agreement or any of the Ancillary Documents, and each party hereby irrevocably agrees that all claims in respect of any such action or proceeding must be brought and/or defended in such court; provided, however, that matters which are under the exclusive jurisdiction of the Federal courts shall be brought conclusive and may be enforced in other jurisdictions by suit on the Federal District Court for the Middle District of Florida. Each party hereto consents to service of process by any means authorized by the applicable law of the forum judgment or in any action brought under or arising out of this Agreement or any of the Ancillary Documentsother manner provided by law. THE GUARANTOR WAIVES PERSONAL SERVICE OR PROCESS AND CONSENTS THAT SERVICE OF PROCESS UPON THE GUARANTOR MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, and each party irrevocably waivesRETURN RECEIPT REQUESTED, to the fullest extent each may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, DIRECTED TO THE FULLEST EXTENT IT MAY LEGALLY GUARANTOR AT THE GUARANTOR'S ADDRESS SET FORTH IN SECTION 18 HEREOF, AND EFFECTIVELY DO SO, SERVICE SO MADE SHALL BE DEEMED COMPLETED FIVE (5) BUSINESS DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED. THE GUARANTOR WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING HEREUNDERBASED ON OR PERTAINING TO THIS GUARANTY, ANY OTHER ANCILLARY AGREEMENT OR ANY OF THE GUARANTOR OBLIGATIONS.

Governing Law; Jurisdiction; Venue; Waiver of Jury Trial. This Agreement and the documents delivered pursuant hereto Guaranty shall be governed by and construed in accordance with the substantive laws (other than conflict laws) of the State of Florida without regard to any conflicts of law rules thereofNew York. Each party The Guarantor hereto irrevocably submits hereby (i) consents to the exclusive personal jurisdiction of the Circuit state and federal courts located in the County of New York, State of New York in connection with any controversy related to this Guaranty; (ii) waives any argument that venue in any such forum is not convenient, (iii) agrees that any litigation initiated by NFB or the Guarantor in connection with this Guaranty shall be venued in the United States District Court of the State Southern District of FloridaNew York and, Orange Countyto the extent such venue cannot be obtained, in any court having situs within the County of New York, State of New York; and (iv) agrees that a final judgment in any such suit, action or proceeding arising out of or relating to this Agreement or any of the Ancillary Documents, and each party hereby irrevocably agrees that all claims in respect of any such action or proceeding must be brought and/or defended in such court; provided, however, that matters which are under the exclusive jurisdiction of the Federal courts shall be brought conclusive and may be enforced in other jurisdictions by suit on the Federal District Court for the Middle District of Florida. Each party hereto consents to service of process by any means authorized by the applicable law of the forum judgment or in any action brought under or arising out of this Agreement or any of the Ancillary Documentsother manner provided by law. THE GUARANTOR WAIVES PERSONAL SERVICE OR PROCESS AND CONSENTS THAT SERVICE OF PROCESS UPON THE GUARANTOR MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, and each party irrevocably waivesRETURN RECEIPT REQUESTED, to the fullest extent each may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, DIRECTED TO THE FULLEST EXTENT IT MAY LEGALLY GUARANTOR AT THE GUARANTOR'S ADDRESS SET FORTH IN SECTION 18 HEREOF, AND EFFECTIVELY DO SO, SERVICE SO MADE SHALL BE DEEMED COMPLETED FIVE (5) BUSINESS DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED. THE GUARANTOR WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING HEREUNDERBASED ON OR PERTAINING TO THIS GUARANTY, ANY OTHER ANCILLARY AGREEMENT OR ANY OF THE GUARANTOR OBLIGATIONS.