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

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the laws of the State of Delaware, without regard to principles of conflicts of laws. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in King County, Washington, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement 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 way any right to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED IN ACCORDANCE WITH, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each of the constructionParties hereby irrevocably and unconditionally submits, validityfor itself and its property, enforcement and interpretation to the exclusive personal jurisdiction of this Agreement shall be governed by the laws Court of Chancery of the State of Delaware, without regard to principles of conflicts of laws. Each party hereby irrevocably submits to or, if (and only if) such court finds it lacks subject matter jurisdiction, the exclusive jurisdiction Superior Court of the state and federal courts sitting in King CountyState of Delaware (Complex Commercial Division) or, Washington, for if subject matter jurisdiction over the adjudication matter that is the subject of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought vested exclusively in an inconvenient forum the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, and any appellate court from any thereof, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby, and each of the Parties hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the venue subject of such suit, the action or proceeding is impropervested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America located in the County of New Castle, Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts 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 such courts. Each party hereby 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 waives personal consents to and grants any such court jurisdiction over the person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and consents to service of process and consents inside or outside the territorial jurisdiction of the courts referred to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at this Section 6.5(a) in the address manner provided for such notices to it under in Section 6.2. Nothing in this Agreement and agrees that such service shall constitute good and sufficient service will affect the right of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right Party to serve process in any other manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONLaw.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning (a) This Limited Guarantee and all claims or causes of action (whether in tort, contract or otherwise) that may be based upon, arise out of or relate to this Limited Guarantee or the constructionnegotiation, validity, enforcement and interpretation execution or performance of this Agreement Limited Guarantee (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 Limited Guarantee) shall be governed by and construed in accordance with the laws of the State of Delaware, without regard giving effect to principles any choice or conflict of conflicts law provision or rule (whether of lawsthe State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Limited Guarantee and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Limited Guarantee and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery, or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware, or, if both the Delaware Court of Chancery and the federal courts within the State of Delaware decline to accept jurisdiction over a particular matter, any other state court within the State of Delaware, and, in each case, any appellate court therefrom. Each party of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the exclusive personal jurisdiction of the state aforesaid courts and federal courts sitting agrees that it will not bring any action relating to this Limited Guarantee or any of the transactions contemplated by this Limited Guarantee in King County, Washington, for any court other than the adjudication aforesaid courts. Each of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any suit, action or proceedingproceeding with respect to this Limited Guarantee, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 10(a), (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such courtcourt or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable Law, any claim that such (x) the suit, action or proceeding in such court is brought in an inconvenient forum or that forum, (y) the venue of such suit, action or proceeding is improperimproper or (z) this Limited Guarantee, or the subject matter hereof, may not be enforced in or by such courts. Each party hereby irrevocably waives personal of the parties hereto agrees that service of process and consents to process being served upon such party in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit effective if such process is given as a notice in any way any right to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONaccordance with Section 7.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed in accordance with the laws Laws of the State of DelawareMaryland applicable to contracts made and performed entirely within such state, without regard to principles of any applicable conflicts of laws. Each party hereby irrevocably submits law principles that would cause the application of the Laws of another jurisdiction, except to the exclusive jurisdiction extent (a) governed by the Investment Company Act, in which case the Investment Company Act shall control and (b) the Second Merger is governed by the DGCL, in which case the DGCL shall control. The parties hereto agree that any Proceeding brought by any party to enforce any provision of, or based on any matter arising out of the state and federal courts sitting in King County, Washington, for the adjudication of any dispute hereunder or in connection herewith with, this Agreement or with any transaction contemplated hereby the Transactions shall be brought in the Circuit Court for Baltimore City, Maryland, or discussed hereinif jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Maryland, and hereby irrevocably waivesthe appellate courts to which orders and judgments therefore may be appealed (collectively, and agrees not to assert in the “Acceptable Courts”). In any suit, action or such judicial proceeding, each of the parties further consents to the assignment of any claim that it is not personally subject proceeding in the Circuit Court for Baltimore City, Maryland to the Business and Technology Case Management Program pursuant to Maryland Rule 16-205 (or any successor thereof). Each of the parties hereto submits to the jurisdiction of any Acceptable Court in any Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the Transactions and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such courtProceeding. Each party hereto irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any Proceeding in any such suit, action Acceptable Court or proceeding is that any such Proceeding brought in any such Acceptable Court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement 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 way any right to serve process in any manner permitted by lawforum. 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 EACH SUCH PARTY HEREBY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY ARISING OUT OF OR INDIRECTLY RELATING TO THIS AGREEMENT OR AND THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACTHEREBY. Each party hereto (a) certifies that no representative of any other party has represented, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO expressly or otherwise, that such other party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver, (Ab) CERTIFIES THAT NO AGENTcertifies that it makes this waiver voluntarily and (c) acknowledges that it and the other parties hereto have been induced to enter into this Agreement, ATTORNEYby, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTEDamong other things, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONthe mutual waiver and certifications in this Section 11.6.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed in accordance with the laws Laws of the State of DelawareMaryland applicable to contracts made and performed entirely within such state, without regard to principles of any applicable conflicts of laws. Each party hereby irrevocably submits law principles that would cause the application of the Laws of another jurisdiction, except to the exclusive jurisdiction extent governed by the Investment Company Act, in which case the latter shall control. The parties hereto agree that any Proceeding brought by any party to enforce any provision of, or based on any matter arising out of the state and federal courts sitting in King County, Washington, for the adjudication of any dispute hereunder or in connection herewith with, this Agreement or with any transaction contemplated hereby the Transactions shall be brought in the Circuit Court for Baltimore City, Maryland, or discussed hereinif jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Maryland, and hereby irrevocably waivesthe appellate courts to which orders and judgments therefore may be appealed (collectively, and agrees not to assert in the “Acceptable Courts”). In any suit, action or such judicial proceeding, each of the parties further consents to the assignment of any claim that it is not personally subject proceeding in the Circuit Court for Baltimore City, Maryland to the Business and Technology Case Management Program pursuant to Maryland Rule 16-205 (or any successor thereof). Each of the parties hereto submits to the jurisdiction of any Acceptable Court in any Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the Transactions and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such courtProceeding. Each party hereto irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any Proceeding in any such suit, action Acceptable Court or proceeding is that any such Proceeding brought in any such Acceptable Court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement 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 way any right to serve process in any manner permitted by lawforum. 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 EACH SUCH PARTY HEREBY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY ARISING OUT OF OR INDIRECTLY RELATING TO THIS AGREEMENT OR AND THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACTHEREBY. Each party hereto (a) certifies that no representative of any other party has represented, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO expressly or otherwise, that such other party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver, (Ab) CERTIFIES THAT NO AGENTcertifies that it makes this waiver voluntarily and (c) acknowledges that it and the other parties hereto have been induced to enter into this Agreement, ATTORNEYby, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTEDamong other things, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONthe mutual waiver and certifications in this Section 11.6.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall will be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to principles of conflicts of lawsNew York. Each party hereby of the parties hereto irrevocably submits to the exclusive jurisdiction of the state courts of the State of New York located in New York County and federal courts sitting in King County, Washington, the United States District Court for the adjudication Southern District of New York for the purpose of any dispute hereunder suits, action, proceeding or judgement relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served court in any such suit, action or proceeding by mailing a copy thereof to the laying of venue in such court. Each party at hereto irrevocably waives any objection to the address for laying of venue of any such notices to it under this Agreement suit, action or proceeding brought in such courts and agrees irrevocably waives any claim that any such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit suit, action or proceeding brought in any way such court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any right immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to serve process in any manner itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any suit, action or proceeding. TO THE EXTENT ALLOWABLE UNDER APPLICABLE LAW, EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER OF RIGHTS TO A WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONRIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by by, and construed in accordance with, the laws of the State of Delaware, without regard giving effect to principles of conflicts of lawslaws principles that would result in the application of the Law of any other state. Each party of the parties hereto hereby irrevocably submits and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the state Delaware Court of Chancery, or, if (and federal courts only if) such court lacks subject matter jurisdiction, the Federal court of the United States of America sitting in King CountyDelaware, Washingtonand any appellate court from any thereof, for in any action or proceeding arising out of or relating to this Agreement or the adjudication of any dispute hereunder or agreements delivered in connection herewith or with any transaction the transactions contemplated hereby or discussed hereinthereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably waives, and unconditionally (i) agrees not to assert in commence any suit, such action or proceedingproceeding except in the Delaware Court of Chancery, or, if (and only if) such court lacks subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and any appellate court from any thereof, (ii) agrees that any claim that it is not personally subject to the jurisdiction in respect of any such court, that such suit, action or proceeding is brought may be heard and determined in the Delaware Court of Chancery, or, if (and only if) such court lacks subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such action or proceeding in the Delaware Court of Chancery, or, if (and only if) such court lacks subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and any appellate court from any thereof and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum or that to the venue maintenance of such suit, action or proceeding is improperin the Delaware Court of Chancery, or, if (and only if) such court lacks subject matter jurisdiction, the Federal court of the United States of America sitting in Delaware, and any appellate court from any thereof. Each of the parties hereto 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 hereby to this Agreement irrevocably waives personal consents to service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address manner provided for such notices to it under in Section 15(b). Nothing in this Agreement and agrees that such service shall constitute good and sufficient service will affect the right of process and notice thereof. Nothing contained herein shall be deemed any party to limit in any way any right this Agreement to serve process in any other manner permitted by lawLaw. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE MERGER AND OTHER TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWSTHEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) CERTIFIES THAT NO AGENTREPRESENTATIVE, ATTORNEY, REPRESENTATIVE AGENT OR ATTORNEY OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER NOT, IN THE EVENT OF LITIGATION, AND SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) ACKNOWLEDGES THAT IT UNDERSTANDS AND HAS CONSIDERED THE OTHER PARTIES HERETO HAVE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSECTION 15(g).

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning (a) This Agreement shall be construed, performed and enforced in accordance with the construction, validity, enforcement and interpretation Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York except that the following matters arising out of or relating to this Agreement shall be governed by construed, performed and enforced in accordance with the laws Laws of the Cayman Islands in respect of which the Parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in Company T, the cancellation of Company T Shares in consideration of the issue of Company Y Class A Shares, the rights provided for in Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, the fiduciary or other duties of the Company T Board and the Company Y Board, and the internal corporate affairs of Company T and Company Y. Save as aforesaid any Proceeding (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement, the other Transaction Agreements or the transactions contemplated hereby or thereby, including any Proceeding against any Company T Related Party or Company Y Related Party, shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of Delaware, without regard to principles of conflicts of lawsNew York. Each party of the Parties hereto agrees that a final judgment (subject to any appeals therefrom) in any such 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 hereby irrevocably submits to the exclusive jurisdiction of the state and federal such courts sitting in King County, Washington, for the adjudication respect of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinsuch Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and agrees not to assert in any suit, action or proceedingeffectively do so, any claim that objection which it is not personally subject may now or hereafter have to the jurisdiction laying of venue of any such courtProceeding in any such court in accordance with the provisions of this Section 9.4(a). Each of the Parties hereto hereby irrevocably waives, that such suitto the fullest extent permitted by Law, action or proceeding is brought in the defense of an inconvenient forum or that to the venue maintenance of such suit, action or proceeding is improperProceeding in any such court. Each party of the Parties hereto hereby irrevocably waives personal and unconditionally consents to service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address manner provided for such notices to it under in Section 9.3. Nothing in this Agreement and agrees that such service shall constitute good and sufficient service or any of process and notice thereof. Nothing contained herein shall be deemed the other Transaction Agreements will affect the right of any Party to limit in any way any right this Agreement to serve process in any other manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONLaw.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard giving effect to principles of conflicts of lawslaws that would require the application of the laws of any other jurisdiction. Each party hereby of the parties hereto irrevocably submits consents to the exclusive jurisdiction and venue of the Delaware Court of Chancery and any state and appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal courts sitting in King County, Washington, for court within the adjudication State of any dispute hereunder or Delaware) in connection herewith or with any transaction matter based upon or arising out of this Agreement or the matters contemplated hereby or discussed herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such persons and hereby irrevocably waives, to the fullest extent permitted by Applicable Law, and agrees covenants not to assert in or plead any suit, action objection it may now or proceeding, any claim that it is not personally subject hereafter have to the jurisdiction laying of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties hereto agrees (a) to the extent such party at the address for such notices is not otherwise subject to it under this Agreement and agrees that such service shall constitute good and sufficient service of process in the State of Delaware, to appoint and notice thereofmaintain an agent in the State of Delaware as such party’s agent for acceptance of legal process and (b) that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by United States Postal Service constituting evidence of valid service. Nothing contained herein Service made pursuant to (a) or (b) above shall be deemed to limit in any way any right to serve process in any manner permitted by lawhave the same legal force and effect as if served upon such party personally within the State of Delaware. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, WAIVES ANY AND ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY (WHETHER BASED ON CONTRACT, TORT OR INDIRECTLY RELATING OTHERWISE) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACTOR THE ACTIONS OF PARENT, TORT ACQUISITION SUB OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER COMPANY IN THE EVENT OF LITIGATIONNEGOTIATION, ADMINISTRATION, PERFORMANCE AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONENFORCEMENT HEREOF.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning This Agreement and all claims or causes of action based upon, arising out of, or related to this Agreement or any document, certificate or instrument delivered in connection herewith, or the constructionTransactions contemplated by this Agreement, validityincluding the negotiation, enforcement and interpretation execution or performance of this Agreement (whether in contract, tort or otherwise) (each, a “Transaction Related Claim”), shall be governed by and construed in accordance with the laws Laws of the State of Delaware, without regard to principles of any applicable conflicts of lawslaw principles that would require the application of the substantive Laws of another jurisdiction, except to the extent governed by the Investment Company Act, in which case the Investment Company Act shall control. Each party hereby hereto agrees that it will bring any Proceeding in respect of any Transaction Related Claim exclusively in Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware, or in the event (but only in the event) that such Court of Chancery declines to accept jurisdiction over such action or proceeding, any federal court within the State of Delaware or the Complex Commercial Litigation Division of the Superior Court of the State of Delaware located in New Castle County (the “Chosen Courts”), and, in connection with claims based upon, arising under or related to this Agreement or the Transactions, (i) irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in King CountyChosen Courts, Washington, for the adjudication of (ii) waives any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not objection to assert laying venue in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party and (iv) agrees that the venue service of process upon such suit, party in any such action or proceeding will be effective if notice is improper. Each party hereby irrevocably waives personal service of process and consents to process being served given in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement 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 way any right to serve process in any manner permitted by lawaccordance with Section 11.2. 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 EACH SUCH PARTY HEREBY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY ARISING OUT OF OR INDIRECTLY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BYTRANSACTIONS. Each party hereto (a) certifies that no representative of any other party has represented, AMONG OTHER THINGSexpressly or otherwise, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONthat such other party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver, (b) certifies that it makes this waiver voluntarily and (c) acknowledges that it and the other parties hereto have been induced to enter into this Agreement, by, among other things, the mutual waiver and certifications in this Section 11.6.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed in accordance with the laws Laws of the State of DelawareMaryland applicable to contracts made and performed entirely within such state, without regard to principles of any applicable conflicts of laws. Each party hereby irrevocably submits law principles that would cause the application of the Laws of another jurisdiction, except to the exclusive jurisdiction extent governed by the Investment Company Act, in which case the Investment Company Act shall control. The parties hereto agree that any Proceeding brought by any party to enforce any provision of, or based on any matter arising out of the state and federal courts sitting in King County, Washington, for the adjudication of any dispute hereunder or in connection herewith with, this Agreement or with the Transactions shall be brought in the Circuit Court for Baltimore City, Maryland, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Maryland, Northern Division and the appellate courts to which Orders and judgments therefore may be appealed (collectively, the “Acceptable Courts”). In any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or such judicial proceeding, each of the parties further consents to the assignment of any claim that it is not personally subject proceeding in the Circuit Court for Baltimore City, Maryland to the Business and Technology Case Management Program pursuant to Maryland Rule 16-205 (or any successor thereof). Each of the parties hereto submits to the jurisdiction of any Acceptable Court in any Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the Transactions and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such courtProceeding. Each party hereto irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any Proceeding in any such suit, action Acceptable Court or proceeding is that any such Proceeding brought in any such Acceptable Court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement 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 way any right to serve process in any manner permitted by lawforum. 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 EACH SUCH PARTY HEREBY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY ARISING OUT OF OR INDIRECTLY RELATING TO THIS AGREEMENT OR AND THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACTHEREBY. Each party hereto (a) certifies that no Representative of any other party has represented, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO expressly or otherwise, that such other party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver, (Ab) CERTIFIES THAT NO AGENTcertifies that it makes this waiver voluntarily and (c) acknowledges that it and the other parties hereto have been induced to enter into this Agreement, ATTORNEYby, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTEDamong other things, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONthe mutual waiver and certifications in this Section 11.6.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed in accordance with the laws of the State of DelawareMaryland applicable to contracts made and performed entirely within such state, without regard to principles of any applicable conflicts of laws. Each party hereby irrevocably submits to law principles that would cause the exclusive jurisdiction application of the state and federal courts sitting in King Countylaws of another jurisdiction. The parties hereto agree that any Proceeding brought by any party to enforce any provision of, Washington, for the adjudication or based on any matter arising out of any dispute hereunder or in connection herewith with, this Agreement or with any transaction the transactions contemplated hereby shall be brought in the Circuit Court for Xxxxxxxxxx County, Maryland, or discussed hereinif jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Maryland, and hereby irrevocably waivesthe appellate courts to which orders and judgments therefore may be appealed (collectively, and agrees not to assert in the “Acceptable Courts”). In any suit, action or such judicial proceeding, each of the parties further consents to the assignment of any claim that it is not personally subject proceeding in the Circuit Court for Xxxxxxxxxx County, Maryland to the Business and Technology Case Management Program pursuant to Maryland Rule 16-205 (or any successor thereof). Each of the parties hereto submits to the jurisdiction of any Acceptable Court in any Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby, and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such courtProceeding. Each party hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any Proceeding in any such suit, action Acceptable Court or proceeding is that any such Proceeding brought in any such Acceptable Court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement 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 way any right to serve process in any manner permitted by lawforum. 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 EACH SUCH PARTY HEREBY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY ARISING OUT OF OR INDIRECTLY RELATING TO THIS AGREEMENT OR AND THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACTHEREBY. Each party hereto (a) certifies that no representative of any other party has represented, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO expressly or otherwise, that such other party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver, (Ab) CERTIFIES THAT NO AGENTcertifies that it makes this waiver voluntarily and (c) acknowledges that it and the other parties hereto have been induced to enter into this Agreement, ATTORNEYby, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTEDamong other things, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONthe mutual waiver and certifications in this Section 7.11.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed in all respects, including validity, interpretation and effect, by the laws law of the State of DelawareNew York, without regard to regardless of the law that might be applied under principles of conflicts conflict of lawslaws to the extent such principles would require or permit the application of the laws of another jurisdiction. Each of the parties hereto irrevocably and unconditionally (a) agrees that any legal suit, action or proceeding brought by any party hereto arising out of or based upon this Agreement or the transactions contemplated hereby irrevocably may be brought in any court of the State of New York or Federal District Court for the Southern District of New York located in the City, County and State of New York (each, a “New York Court”), (b) waives, to the fullest extent that it may effectively do so, any objection that it may now or hereafter have to the laying of venue of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought in a New York Court has been brought in an inconvenient forum, (c) submits to the non-exclusive jurisdiction of the state and federal courts sitting in King County, Washington, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert New York Court in any suit, action or proceedingproceeding and (d) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement 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 way any right to serve process in any manner permitted by law. EACH PARTY HERETO AND THEREFORE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WAIVES ANY RIGHT IT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACTBREACH, TORT TERMINATION OR ANY OTHER THEORYVALIDITY OF THIS AGREEMENT. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWSWith respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies that (i) no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the waiver contained therein, (ii) it understands and has considered the implications of such waiver, (iii) it makes such waiver voluntarily and (iv) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 8. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENTNo Indemnifying Party shall seek any order of a court or other governmental authority that would prohibit or otherwise interfere with the performance of any of the Indemnifying Parties’ advancement, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONindemnification and other obligations under this Agreement.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning To the constructionmaximum extent permitted by applicable Law, validity, enforcement and interpretation the provisions of this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to principles of conflicts of lawslaw; provided, however, the provisions of this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York with respect to any action including any Financing Source. Each party of the Parties agrees that this Agreement involves at least $100,000 and that this Agreement has been entered into in express reliance upon 6 Del. C. § 2708. Each of the Parties irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware and (b) subject to service of process in the State of Delaware. Each Party hereby irrevocably and unconditionally (i) consents and submits to the exclusive jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (and, if such court shall not have subject matter jurisdiction, any Delaware state court and the federal courts sitting court of the United States located in King Countythe State of Delaware (together with the Delaware Court of Chancery, Washington, the “Delaware Courts”) for any Proceedings arising out of or relating to this Agreement or the adjudication of any dispute hereunder or in connection herewith or with any transaction transactions contemplated hereby or discussed herein, and hereby irrevocably waives, by this Agreement (and agrees not to assert commence any litigation relating thereto except in such courts); (ii) waives any suit, action or proceeding, any claim that it is not personally subject objection to the jurisdiction laying of venue of any such court, litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such suit, action or proceeding is litigation brought therein has been brought in an any inconvenient forum or forum; and (iii) acknowledges and agrees that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it controversy which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such Party hereby irrevocably and unconditionally waives any right such Party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement. Each of the Parties agrees that such service shall constitute good it will not, and sufficient service will not permit its Affiliates to, bring or support any Proceeding of process and notice thereof. Nothing contained herein shall be deemed to limit any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement or any right of the transactions contemplated by this Agreement, including with respect to serve process any dispute arising out of or relating in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVESway to the Debt Financing or the performance thereof, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONin any forum other than the United States District Court for the Xxxxxxxx Xxxxxxxx xx Xxx Xxxx or any court of the State of New York sitting in the Borough of Manhattan in the City of New York and agree that the waiver of jury trial set forth in this Section 9.4 hereof shall be applicable to any such proceeding.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning This Agreement, including the constructionvalidity hereof and the rights and obligations of the parties hereunder, validity, enforcement and interpretation of this Agreement shall be governed by by, and construed in accordance with, the internal laws (as opposed to the conflicts of law provisions, but including sections 5-1401 and 5-1402 of the general obligations law of the State of Delaware, without regard to principles New York) and decisions of conflicts the State of lawsNew York. Each party hereto hereby irrevocably submits to the exclusive nonexclusive jurisdiction of the state and federal courts any New York or Federal court sitting in King Countythe City of New York, Washington, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in New York over any suit, action or proceedingproceeding arising out of or relating to this Agreement and waives, to the fullest extent permitted or not prohibited by law, any claim that objection which it is not personally subject may now or hereafter have to the jurisdiction laying of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing brought in such a copy thereof to court and any claim that any such party at the address for suit, action or proceeding brought in such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit a court has been brought in any way any right to serve process in any manner permitted by lawan inconvenient forum. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS). EACH PARTY HERETO (A) CERTIFIES THAT NO AGENTREPRESENTATIVE, ATTORNEY, REPRESENTATIVE AGENT OR ATTORNEY OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSECTION 9.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning If this Agreement/Resolutions relates to Accounts established and/or maintained at (i) HSBC Bank USA, National Association (other than in the constructionState of California) or HSBC Brokerage (USA) Inc. or any other broker-dealer affiliate of any of them, validity, enforcement and interpretation of this Agreement it shall be governed by subject to the laws of the State of DelawareNew York, without regard to principles of conflicts of laws. Each party hereby irrevocably submits law principles thereof, and actions relating to this Agreement/Resolutions may be commenced only in New York state or federal court in New York County; (ii) HSBC Private Bank International, it shall be subject to the exclusive jurisdiction laws of the State of Florida, without regard to conflicts of law principles thereof, and actions relating to this Agreement/Resolutions may be commenced only in Florida state and or federal courts sitting court in King Dade County, Washington(iii) branches of HSBC Bank USA, for National Association located in the adjudication State of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinCalifornia, it shall be subject to the laws of the State of California, without regard to conflicts of law principles thereof, and actions related to this Agreement/Resolutions may be commenced only in a California state or federal court in Los Angeles County. The Organization, each of the undersigned and each Indemnifying Person hereby irrevocably waivessubmits, and agrees not to assert in any suitsuch circumstances, action or proceeding, any claim that it is not personally subject to the jurisdiction of such above referenced courts for any such courtdispute arising directly or indirectly out of this Agreement/Resolutions, each agrees that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed valid when made by registered or certified mail to limit their last address in the records of the relevant entity in the HSBC Group, and each waives any way objection it may have to jurisdiction or venue in such court or any right to serve process objection or defense of inconvenient forum in any manner permitted by lawsuch court. EACH PARTY HERETO APPLICABLE ENTITY IN THE HSBC GROUP, THE ORGANIZATION, EACH OF THE UNDERSIGNED AND EACH INDEMNIFYING PERSON HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WAIVE ANY RIGHT IT SUCH PERSON OR ENTITY MAY HAVE TO A JURY TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY SUCH COURTS WITH RESPECT TO ALL MATTERS ARISING OUT OF OR INDIRECTLY RELATING RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACTAGREEMENT/RESOLUTIONS. Ratification/Revocation • All transactions and agreements previously entered into, TORT OR ANY OTHER THEORYand all acts done or omitted in the name of or for the Account of the Organization, with or through the HSBC Group, including, but not limited to, transactions and agreements such as those indicated in this Agreement/Resolutions, are hereby ratified, confirmed and approved. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS• The relevant HSBC branch or office may rely on this Agreement/Resolutions as to the Organization’s Accounts with it until it receives written notice of revocation at the address of the office or branch where such Account is maintained or to such other address specified in writing by HSBC, and has had a reasonable opportunity to act on it. EACH PARTY HERETO In the case of a partnership or limited liability partnership, each partner (Aother than the limited partners of a limited partnership) CERTIFIES THAT NO AGENTwill remain jointly and severally liable for all obligations of the partnership, ATTORNEYor of any present or future partner, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTEDincurred or contracted before receipt of notice and opportunity to act on such notice by the relevant HSBC office, EXPRESSLY OR OTHERWISEas to any dissolution or termination of the partnership (whether by the death, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATIONresignation or removal of any partner or otherwise). All notices shall be sent to the relevant HSBC branch or office at its address or to such other address specified in writing by HSBC. This Agreement/Resolutions is in addition to, AND and not in replacement of, designations of authority previously or simultaneously provided to HSBC, all of which may continue to be relied upon by HSBC. Unless specifically designated as a revocation, this Agreement/Resolutions and future designations of Representatives or other authorized persons shall be cumulative and will be deemed additions, not substitutions. Any one of the following: corporate secretary or any officer, general partner, partner (Bother than a limited partner of a limited partnership), member, manager or trustee (in the case, respectively, of a corporation, limited partnership, partnership or limited liability partnership, limited liability company or trust, as the case may be) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BYis hereby authorized to change existing and to provide new designations of Representatives or other authorized persons. HSBC may, AMONG OTHER THINGSbut is not required to, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONrequest confirmation of authority of any Representative. Representatives As certified above, each of the Representatives is listed below. [Specify name, title or function of representatives of the Organization who have power and authority to act under this Agreement/Resolutions and bind the Organization (e.g.: president, general partner, manager, member, agent, attorney-in-fact, investment advisor, trustee).] Print Name Title/Function Signature 6 Special Provisions (if any) Signatures (see signature instructions on next page) Certification, consent and agreement: Date _ _ Print Name/Title Signature Name/Title Signature Name/Title Signature Name/Title Signature Name/Title Signature Name/Title Signature Name/Title Signature Corporations only

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation This Letter of this Agreement Transmittal shall be governed by and construed in accordance with Laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of Delaware. All actions and proceedings based upon, without regard arising out of or relating to principles this Letter of conflicts Transmittal shall be heard and determined in the state courts of laws. Each party the State of Delaware or the United States federal court sitting in the City of Wilmington, and the parties hereto hereby irrevocably submits submit to the exclusive jurisdiction of such courts (and, in the state case of appeals, appropriate appellate courts therefrom) in any such action or proceeding and federal courts sitting in King County, Washington, for irrevocably waive the adjudication defense of an inconvenient forum to the maintenance of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, such action or proceeding, any claim . The above signed agrees that it is not personally subject to the jurisdiction of a final judgment in any such court, that such suit, action or proceeding is brought shall be conclusive and may be enforced in an inconvenient forum other jurisdictions by suit on the judgment or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding other manner provided by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereofapplicable Law. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HERETO THE ABOVE SIGNED HEREBY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LAW ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ACTION DIRECTLY OR INDIRECTLY RELATING TO THIS ARISING OUT OF, UNDER OR IN CONNECTION WITH THE NEGOTIATION, EXECUTION, PERFORMANCE, AND ENFORCEMENT OF THE LETTER OF TRANSMITTAL OR ANY OTHER AGREEMENT ENTERED INTO IN CONNECTION HEREWITH AND FOR ANY COUNTERCLAIM WITH RESPECT THERETO. **** DRAFT NONE OF PURCHASER, THE STOCKHOLDER REPRESENTATIVE OR THE COMPANY IS GIVING ANY TAX ADVICE IN CONNECTION WITH THE MERGER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACTTHEREBY. HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF SUCH TRANSACTIONS. EXHIBIT I Form of Registration Rights Agreement Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO is made as of [___________], 2022, by and among Xxxx Water Solutions Corporation, a Delaware corporation (the “Company”), and each of the stockholders listed on Schedule A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENThereto, ATTORNEYeach of whom is referred to herein as a “ Holder” and collectively, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONthe “Holders”.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by by, interpreted under, and construed and enforced in accordance with, the laws of the State of Delaware, without regard giving effect to principles any choice or conflict of conflicts laws provision or rule (whether of lawsthe State of Delaware or of any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each party All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court sitting in the state of Delaware. Consistent with the preceding sentence, each of the Parties hereby irrevocably (a) submits to the exclusive jurisdiction of any federal or state court sitting in the state and federal courts sitting in King County, Washington, of Delaware for the adjudication purpose of any dispute hereunder Action arising out of or in connection herewith or with relating to this Agreement brought by any transaction contemplated hereby or discussed herein, Party and hereby (b) irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any suit, action or proceedingsuch Action, any claim that it is not subject personally subject to the jurisdiction of any such courtthe above-named courts, that such suit, action or proceeding the Action is brought in an inconvenient forum or forum, that the venue of such suit, action or proceeding the Action is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under that this Agreement and agrees that such service shall constitute good and sufficient service or the transactions contemplated by this Agreement may not be enforced in or by any of process and notice thereofthe above-named courts. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED NOT PROHIBITED BY APPLICABLE LAWLAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL FORUM IN RESPECT OF ANY ISSUE, ACTION, CLAIM, CAUSE OF ACTION, SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY HEREBY, IN EACH CASE WHETHER BASED ON CONTRACT, TORT NOW EXISTING OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWSHEREAFTER ARISING. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND HAS BEEN INFORMED BY THE OTHER PARTY THAT THIS SECTION 12.11 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THE PARTIES HERETO HAVE BEEN INDUCED TO ENTER ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT BY, AMONG AND ANY OTHER THINGS, AGREEMENTS RELATING HERETO OR CONTEMPLATED HEREBY. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 12.11 WITH ANY COURT AS WRITTEN EVIDENCE OF THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONCONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning (a) This Agreement shall be construed, performed and enforced in accordance with the constructionLaws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York, validity, enforcement and interpretation except that the following matters arising out of or relating to this Agreement shall be governed by construed, performed and enforced in accordance with the laws Laws of the Cayman Islands in respect of which the Parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in VanceInfo, the cancellation of VanceInfo Shares in consideration of the issue of HiSoft Shares, the fiduciary or other duties of the VanceInfo Board and the HiSoft Board; and the internal corporate affairs of VanceInfo and HiSoft. Except as provided in the prior sentence, any Proceeding (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement, the other Transaction Agreements or the transactions contemplated hereby or thereby, including any Proceeding against any VanceInfo Related Party or HiSoft Related Party, shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of Delaware, without regard to principles of conflicts of lawsNew York. Each party of the Parties agrees that a final judgment (subject to any appeals therefrom) in any such 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 hereby irrevocably submits to the exclusive jurisdiction of the state and federal such courts sitting in King County, Washington, for the adjudication respect of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinsuch Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and agrees not to assert in any suit, action or proceedingeffectively do so, any claim that objection which it is not personally subject may now or hereafter have to the jurisdiction laying of venue of any such courtProceeding in any such court in accordance with the provisions of this Section 9.4(a). Each of the Parties hereby irrevocably waives, that such suitto the fullest extent permitted by Law, action or proceeding is brought in the defense of an inconvenient forum or that to the venue maintenance of such suit, action or proceeding is improperProceeding in any such court. Each party of the Parties hereby irrevocably waives personal and unconditionally consents to service of process in the manner provided for notices in Section 9.3. Nothing in this Agreement or any of the other Transaction Agreements will affect the right of any Party to this Agreement to serve process in any other manner permitted by Law. The consent to jurisdiction set forth in this Section 9.4 shall not constitute a general consent to service of process in the State of New York and consents to process being served shall have no effect for any purpose except as provided in this Section. The Parties agree that a final judgment in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit conclusive and may be enforced in other jurisdictions by suit on the judgment or in any way any right to serve process in any other manner permitted provided by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning (a) This Agreement shall be construed, performed and enforced in accordance with the construction, validity, enforcement and interpretation Laws of the State of New York without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of New York except that the following matters arising out of or relating to this Agreement shall be governed by construed, performed and enforced in accordance with the laws Laws of the Cayman Islands in respect of which the Parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands: the Merger, the vesting of the rights, property, choses in action, business, undertaking, goodwill, benefits, immunities and privileges, contracts, obligations, claims, debts and liabilities of the Merger Sub in Company T, the cancellation of Company T Shares in consideration of the issue of Company Y Class A Shares, the rights provided for in Section 238 of the Cayman Companies Law with respect to any Dissenters Shares, the fiduciary or other duties of the Company T Board and the Company Y Board, and the internal corporate affairs of Company T and Company Y. Save as aforesaid any Proceeding (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement, the other Transaction Agreements or the transactions contemplated hereby or thereby, including any Proceeding against any Company T Related Party or Company Y Related Party, shall be brought solely and exclusively in any New York State court or Federal court of the United States of America sitting in the County of New York in the State of Delaware, without regard to principles of conflicts of lawsNew York. Each party of the Parties hereto agrees that a final judgment (subject to any appeals therefrom) in any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Xxx. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal such courts sitting in King County, Washington, for the adjudication respect of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinsuch Proceeding, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and agrees not to assert in any suit, action or proceedingeffectively do so, any claim that objection which it is not personally subject may now or hereafter have to the jurisdiction laying of venue of any such courtProceeding in any such court in accordance with the provisions of this Section 9.4(a). Each of the Parties hereto hereby irrevocably waives, that such suitto the fullest extent permitted by Law, action or proceeding is brought in the defense of an inconvenient forum or that to the venue maintenance of such suit, action or proceeding is improperProceeding in any such court. Each party of the Parties hereto hereby irrevocably waives personal and unconditionally consents to service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address manner provided for such notices to it under in Section 9.3. Nothing in this Agreement and agrees that such service shall constitute good and sufficient service or any of process and notice thereof. Nothing contained herein shall be deemed the other Transaction Agreements will affect the right of any Party to limit in any way any right this Agreement to serve process in any other manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONLaw.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by by, and construed in accordance with, the laws of the State of Delaware, without regard to regardless of the laws that might otherwise govern under applicable principles of conflicts of lawslaws thereof. Each party hereby In any action between any of the parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the state Court of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts sitting have exclusive jurisdiction over the matter, in King County, Washington, for which case each of the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, parties irrevocably and hereby irrevocably waives, unconditionally consents and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject submits to the jurisdiction of the United States District Court for the District of Delaware); (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such courtaction in any court other than the Court of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such suitaction in any court other than the United States District Court for the District of Delaware). Service of any process, action summons, notice or proceeding is brought document to any party’s address and in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal manner set forth in Section 6.4 shall be effective service of process and consents to process being served in for any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement 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 way any right to serve process in any manner permitted by lawaction. EACH PARTY HERETO ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY ACTION ARISING OUT OF OR INDIRECTLY RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWSTRANSACTIONS. EACH PARTY HERETO ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (Ai) CERTIFIES THAT NO AGENTREPRESENTATIVE, ATTORNEY, REPRESENTATIVE AGENT OR ATTORNEY OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (Biv) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSECTION 6.11.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed in accordance with the laws of the State of DelawareMaryland applicable to contracts made and performed entirely within such state, without regard to principles of any applicable conflicts of laws. Each party hereby irrevocably submits to law principles that would cause the exclusive jurisdiction application of the state and federal courts sitting in King Countylaws of another jurisdiction. The parties hereto agree that any Proceeding brought by any party to enforce any provision of, Washington, for the adjudication or based on any matter arising out of any dispute hereunder or in connection herewith with, this Agreement or with any transaction the transactions contemplated hereby shall be brought in the Circuit Court for Mxxxxxxxxx County, Maryland, or discussed hereinif jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Maryland, and hereby irrevocably waivesthe appellate courts to which orders and judgments therefore may be appealed (collectively, and agrees not to assert in the “Acceptable Courts”). In any suit, action or such judicial proceeding, each of the parties further consents to the assignment of any claim that it is not personally subject proceeding in the Circuit Court for Mxxxxxxxxx County, Maryland to the Business and Technology Case Management Program pursuant to Maryland Rule 16-205 (or any successor thereof). Each of the parties hereto submits to the jurisdiction of any Acceptable Court in any Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby, and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such courtProceeding. Each party hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any Proceeding in any such suit, action Acceptable Court or proceeding is that any such Proceeding brought in any such Acceptable Court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement 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 way any right to serve process in any manner permitted by lawforum. 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 EACH SUCH PARTY HEREBY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY ARISING OUT OF OR INDIRECTLY RELATING TO THIS AGREEMENT OR AND THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACTHEREBY. Each party hereto (a) certifies that no representative of any other party has represented, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO expressly or otherwise, that such other party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver, (Ab) CERTIFIES THAT NO AGENTcertifies that it makes this waiver voluntarily and (c) acknowledges that it and the other parties hereto have been induced to enter into this Agreement, ATTORNEYby, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTEDamong other things, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONthe mutual waiver and certifications in this Section 7.11.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to principles any choice or conflict of conflicts law provision or rule (whether of lawsthe State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each party hereby irrevocably In addition, each of the parties hereto (a) submits to the exclusive personal jurisdiction of the state Delaware Court of Chancery in and federal courts for New Castle County, or in the event (but only in the event) that such Delaware Court of Chancery does not have subject matter jurisdiction over such dispute, the United States District Court for the District of Delaware, or in the event (but only in the event) that such United States District Court also does not have jurisdiction over such dispute, any Delaware State court sitting in King New Castle County, Washingtonin the event any dispute (whether in contract, tort or otherwise) arises out of this Agreement or the transactions contemplated hereby, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (c) agrees that it will not bring any claim, action or proceeding relating to this Agreement or the transactions contemplated hereby in any court other than the Delaware Court of Chancery in and for New Castle County, or in the event (but only in the event) that such Delaware Court of Chancery does not have subject matter jurisdiction over such claim, action or proceeding, the United States District Court for the adjudication District of any dispute hereunder Delaware, or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees the event (but only in the event) that such United States District Court also does not to assert in any suithave jurisdiction over such claim, action or proceeding, any claim Delaware State court sitting in New Castle County. Each party agrees that it is not personally subject to the jurisdiction service of process upon such party in any such court, that such suitclaim, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit effective if notice is given in any way any right to serve process in any manner permitted by lawaccordance with the provisions of this Agreement. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL CLAIM, ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWSHEREBY. EACH PARTY HERETO (Aa) CERTIFIES THAT NO AGENTREPRESENTATIVE, ATTORNEY, REPRESENTATIVE AGENT OR ATTORNEY OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (Bb) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSECTION 11.7.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning This Agreement, including the constructionvalidity hereof and the rights and obligations of the parties hereunder, validityand all amendments and supplements hereof and all waivers and consents hereunder, enforcement and interpretation of this Agreement shall be construed in accordance with and governed by the domestic substantive laws of the State of New York without giving effect to any choice of law or conflicts of law provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction. Each party hereto, to the extent that it may lawfully do so, hereby consents to service of process, and to be sued, in the State of New York and consents to the jurisdiction of the courts of the State of New York sitting in New York County and the United States District Court for the Southern District of New York, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, for the purpose of any suit, action or other proceeding arising out of any of its obligations hereunder and under the Credit Agreement and the other Collateral Documents or with respect to the transactions contemplated hereby or thereby, and expressly waives any and all objections it may have as to venue in any such courts. Each party hereto further agrees that a summons and complaint commencing an action or proceeding in any of such courts shall be properly served and shall confer personal jurisdiction if served personally or by certified mail to it in accordance with Section 14 or as otherwise provided under the laws of the State of DelawareNew York. Notwithstanding the foregoing, without regard to principles the each party hereto agrees that nothing contained in this Section 16 shall preclude the institution of conflicts of laws. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in King County, Washington, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or other proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement 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 way any right to serve process in any manner permitted by lawjurisdiction other than the State of New York. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY WAIVES ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL SUIT, ACTION OR OTHER PROCEEDING DIRECTLY INSTITUTED BY OR INDIRECTLY RELATING TO THIS AGAINST IT IN RESPECT OF ITS OBLIGATIONS HEREUNDER AND UNDER THE CREDIT AGREEMENT OR AND ANY OF THE OTHER COLLATERAL DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER BY THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT CREDIT AGREEMENT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONCOLLATERAL DOCUMENTS.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE GOVERNED BY, INTERPRETED AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each of the constructionParties hereby irrevocably and unconditionally submits, validityfor itself and its property, enforcement and interpretation to the exclusive jurisdiction of this Agreement shall be governed by the laws Court of Chancery of the State of Delaware, without regard to principles of conflicts of laws. Each party hereby irrevocably submits to or, if (and only if) such court finds it lacks subject matter jurisdiction, the exclusive jurisdiction Superior Court of the state and State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America sitting in King Countythe district of Delaware, Washingtonand any appellate court from any thereof, for in any action or proceeding arising out of or relating to this Agreement or the adjudication of any dispute hereunder or agreements delivered in connection herewith or with any transaction the transactions contemplated hereby or discussed hereinthereby or for recognition or enforcement of any judgment relating thereto, and each of the Parties hereby irrevocably waives, and unconditionally (i) agrees not to assert in commence any suit, such action or proceedingproceeding except in the Court of Chancery of the State of Delaware, any claim or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that it is not personally the subject to of the jurisdiction of any such court, that such suit, action or proceeding is brought vested exclusively in an inconvenient forum the federal courts of the United States of America, the federal court of the United States of America sitting in the district of Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the venue subject of such suit, the action or proceeding is impropervested exclusively in the federal courts of the United States of America, the federal court of the United States of America sitting in the district of Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts 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 such courts. Each party hereby of the Parties hereto 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 to this Agreement irrevocably waives personal consents to service of process and consents inside or outside the territorial jurisdiction of the courts referred to process being served in any such suitthis Section 10.9, action or proceeding by mailing a copy thereof to such party at in the address manner provided for such notices to it under in Section 10.2. Nothing in this Agreement and agrees that such service shall constitute good and sufficient service will affect the right of process and notice thereof. Nothing contained herein shall be deemed any party to limit in any way any right this Agreement to serve process in any other manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONLaw.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning This Agreement, the construction, validity, enforcement CVRs and interpretation of this Agreement all actions arising under or in connection therewith shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to regardless of the laws that might otherwise govern under applicable principles of conflicts of lawslaw thereof. Each party hereby of the parties hereto (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware and any state and federal courts appellate court therefrom or, if (but only if) such court lacks subject matter jurisdiction, the United States District Court sitting in King CountyNew Castle County in the State of Delaware and any appellate court therefrom (collectively, Washingtonthe “Delaware Courts”); and (ii) consents to service of process by first class certified mail, for return receipt requested, postage prepaid, to the adjudication address at which such party is to receive notice in accordance with Section 6.1. Each of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, the parties irrevocably and hereby irrevocably waives, and unconditionally (1) agrees not to assert in commence any suit, such action or proceedingproceeding except in the Delaware Courts, (2) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Delaware Courts, (3) waives, to the fullest extent it may legally and effectively do so, any claim objection that it is not personally subject may now or hereafter have to the jurisdiction or laying of venue of any such court, that such suit, action or proceeding is brought in the Delaware Courts and (4) waives, to the fullest extent permitted by law, the defense of an inconvenient forum or that to the venue maintenance of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement 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 way any right to serve process in any manner permitted by lawDelaware Courts. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, WAIVES ANY AND ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY BETWEEN THE PARTIES (WHETHER BASED ON CONTRACT, TORT OR INDIRECTLY OTHERWISE), INCLUDING ANY COUNTERCLAIM, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACTOR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL ADMINISTRATION, PERFORMANCE AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWSENFORCEMENT THEREOF. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING MAKES THIS WAIVER IN THE EVENT OF LITIGATION, VOLUNTARILY AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTIONSECTION 6.5(C).

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. The Company irrevocably consent to the construction, validity, enforcement and interpretation jurisdiction of this Agreement shall be governed by the laws courts of the State of DelawareNew York and of any federal court located in such State in connection with any action or proceeding arising out of or relating to this Indenture, without regard to principles any document or instrument delivered pursuant to, in connection with or simultaneously with this Indenture, or a breach of conflicts this Indenture or any such document or instrument. In any such action or proceeding the Company hereto waives personal service of lawsany summons, complaint or other process and agrees that service thereof may be made in accordance with Section 10.02. Each party hereby irrevocably submits to Within 30 days after such service, or such other time as may be mutually agreed upon in writing by the exclusive jurisdiction of the state and federal courts sitting in King County, Washington, attorneys for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not parties to assert in any suit, such action or proceeding, any claim the party so served shall appear or answer such summons, complaint or other process. The Company agrees that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served a final judgment in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit conclusive and may be enforced in other jurisdictions by suit on the judgment or in any way any right to serve process in any other manner permitted provided by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWIT MAY LEGALLY DO SO, THE COMPANY EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, CAUSE OF ACTION OR PROCEEDING ARISING UNDER OR WITH RESPECT TO THIS NOTE OR IN ANY LEGAL PROCEEDING DIRECTLY WAY CONNECTED WITH, OR INDIRECTLY RELATING TO THIS AGREEMENT RELATED TO, OR INCIDENTAL TO, THE INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY RELATED HERETO, IN EACH CASE WHETHER BASED ON NOW EXISTING OR HEREAFTER ARISING, AND IRRESPECTIVE OF WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. TO THE EXTENT IT MAY LEGALLY DO SO, ISSUER AGREES THAT ANY OTHER THEORY. SUCH CLAIM, DEMAND, ACTION, CAUSE OF ACTION OR PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY AND THAT AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 11.07 MAY BE FILED WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE COMPANY TO WAIVER OF RIGHTS ITS RIGHT TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONBY JURY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning This Agreement, including the constructionvalidity hereof and the rights and obligations of the parties hereunder, validity, enforcement and interpretation of this Agreement shall be governed by by, and construed in accordance with, the internal laws (as opposed to the conflicts of law provisions, but including sections 5-1401 and 5-1402 of the general obligations law of the State of Delaware, without regard to principles New York) and decisions of conflicts the State of lawsNew York. Each party hereto hereby irrevocably submits to the exclusive nonexclusive jurisdiction of the state and federal courts any New York or Federal court sitting in King Countythe City of New York, Washington, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in New York over any suit, action or proceedingproceeding arising out of or relating to this Agreement and waives, to the fullest extent permitted or not prohibited by law, any claim that objection which it is not personally subject may now or hereafter have to the jurisdiction laying of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing brought in such a copy thereof to court and any claim that any such party at the address for suit, action or proceeding brought in such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit a court has been brought in any way any right to serve process in any manner permitted by lawan inconvenient forum. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS). EACH PARTY HERETO (A) CERTIFIES THAT NO AGENTREPRESENTATIVE, ATTORNEY, REPRESENTATIVE AGENT OR ATTORNEY OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.SECTION 19. [Signature pages follow]

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed in accordance with the laws Laws of the State of DelawareMaryland applicable to contracts made and performed entirely within such state, without regard to principles of any applicable conflicts of laws. Each party hereby irrevocably submits law principles that would cause the application of the Laws of another jurisdiction, except to the exclusive jurisdiction extent governed by the Investment Company Act, in which case the latter shall control. The parties hereto agree that any Proceeding brought by any party to enforce any provision of, or based on any matter arising out of the state and federal courts sitting in King County, Washington, for the adjudication of any dispute hereunder or in connection herewith with, this Agreement or with any transaction the transactions contemplated hereby shall be brought in the Circuit Court for Baltimore City, Maryland, or discussed hereinif jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Maryland, and hereby irrevocably waivesthe appellate courts to which orders and judgments therefor may be appealed (collectively, and agrees not to assert in the “Acceptable Courts”). In any suit, action or such judicial proceeding, each of the parties further consents to the assignment of any claim that it is not personally subject proceeding in the Circuit Court for Baltimore City, Maryland to the Business and Technology Case Management Program pursuant to Maryland Rule 16-205 (or any successor thereof). Each of the parties hereto submits to the jurisdiction of any Acceptable Court in any Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby, and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such courtProceeding. Each party hereto irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any Proceeding in any such suit, action Acceptable Court or proceeding is that any such Proceeding brought in any such Acceptable Court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement 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 way any right to serve process in any manner permitted by lawforum. 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 EACH SUCH PARTY HEREBY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY ARISING OUT OF OR INDIRECTLY RELATING TO THIS AGREEMENT OR AND THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACTHEREBY. Each party hereto (a) certifies that no Representative of any other party has represented, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO expressly or otherwise, that such other party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver, (Ab) CERTIFIES THAT NO AGENTcertifies that it makes this waiver voluntarily and (c) acknowledges that it and the other parties hereto have been induced to enter into this Agreement, ATTORNEYby, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTEDamong other things, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONthe mutual waiver and certifications in this Section 9.8.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed under the laws of the State of Delaware, without regard New York applicable to principles contracts made and to be performed entirely within the State of conflicts of lawsNew York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in King County, Washington, the State and County of New York for the adjudication of any dispute hereunder or in connection herewith or therewith or with any transaction contemplated hereby or discussed hereinthereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement 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 way any right to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND UNCONDITIONALLY WAIVES ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWSHEREBY. EACH PARTY HERETO TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (AI) CERTIFIES THAT NO AGENTREPRESENTATIVE, ATTORNEY, REPRESENTATIVE AGENT OR ATTORNEY OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS AGREEMENT AND HAS HAD AN OPPORTUNITY TO SEEK SEPARATE COUNSEL OF ITS OWN CHOICE TO REVIEW THIS AGREEMENT, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (BIV) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSECTION 3.2.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning (a) This Agreement, and any claim, suit, action or proceeding in any way arising out of or relating to this Agreement, the constructionnegotiation, validity, enforcement and interpretation execution or performance of this Agreement Agreement, the transactions contemplated hereby or thereby or the legal relationship of the parties hereto or thereto (whether at law or in equity, and whether in contract or in tort or otherwise), shall be governed by and enforced pursuant to the laws of the State of Delaware, without regard to principles its rules of conflicts conflict of lawslaws notwithstanding. Each Except as contemplated by Section 2.16, each party hereby irrevocably submits agrees and consents to be subject to the exclusive jurisdiction of the state and Court of Chancery of the State of Delaware or any federal courts court sitting in King Countythe State of Delaware and any appellate court therefrom (collectively, Washington, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert “Chosen Courts”) in any suit, action or proceeding, any claim that it is not personally subject to proceeding described in the jurisdiction immediately preceding sentence of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improperthis Section 9.09(a). Each party hereby irrevocably waives personal consents to the service of any and all process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof the delivery of such process in the manner provided in Section 9.01. Each of the parties hereto irrevocably and unconditionally waives any objection to such party the laying of venue of any action, suit, claim or proceeding arising out of or relating to this Agreement, the negotiation, execution or performance of this Agreement, or the transactions contemplated hereby (whether at law or in equity, and whether in contract or in tort or otherwise) in the address for such notices to it under this Agreement Chosen Courts and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any Chosen Court that any such service shall constitute good and sufficient service action, suit, claim or proceeding brought in any Chosen Court has been brought in an inconvenient forum. Each of process and notice thereof. Nothing contained herein shall be deemed the parties hereto hereby agrees that it will not bring or support, or permit any of its Affiliates to limit bring or support, any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether at law or in equity, whether in contract or in tort or otherwise, in any way relating to this Agreement or any right to serve process of the transactions contemplated by this Agreement, in any manner permitted forum other than the Chosen Courts, and that the provisions of Section 9.09(b) relating to the waiver of jury trial shall apply to any such action, cause of action, claim, cross-claim or third-party claim. The parties further agree that any final and nonappealable judgment against any of them in any action, suit or proceeding described in the first sentence of this Section 9.09(a) shall be conclusive and may be enforced in any other jurisdiction within or outside the U.S. by lawsuit on judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVESWithout in any way limiting any waiver or limitation of the Financing Sources’ liability or any other provision relating to the Financing Sources and notwithstanding anything herein to the contrary, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWeach of the Blocker, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACTCompany and Sellers’ Representative agrees that it will not bring or support or permit any of its Affiliates to bring or support any action, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO cause of action, claim, cross-claim or third party claim of any kind or description, whether in Law or in equity, whether in contract or in tort or otherwise, against the Financing Sources and their respective current, former or future directors, officers, general or limited partners, stockholders, members, managers, controlling persons, Affiliates, employees, agents or other representatives in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including any dispute arising out of or relating in any way to the Debt Financing or the performance thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable Law exclusive jurisdiction is vested in the federal courts, the U.S. District Court for the Southern District of New York (Aand the appellate courts thereof) CERTIFIES THAT NO AGENTand each party hereto further agrees that the adjudication of any such action, ATTORNEYclaim, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONcross-claim or third-party claim shall be governed by and in accordance with the laws of the State of New York.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning (a) This Agreement shall be construed, performed and enforced in accordance with the construction, validity, enforcement Laws of the State of Delaware without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the Laws of another jurisdiction other than the State of Delaware except that matters relating to the fiduciary duties of the Company Board and interpretation internal corporate affairs of this Agreement the Company shall be governed by the laws Laws of the State of Florida. Any Action (whether sounding in contract, tort, equity or otherwise) arising out of or relating to this Agreement, the Limited Guarantee, the Equity Financing Commitment Letter, the Debt Financing Commitment Letter, the Rollover Agreement, the Voting Agreements or the transactions contemplated hereby or thereby, including any Action against any member of the Parent Group, shall be brought solely and exclusively in the Court of Chancery of the State of Delaware; provided that if (and only after) such court determines that it lacks subject matter jurisdiction over any such Action, without regard to principles such Action shall be brought solely and exclusively in the United States District Court for the District of conflicts Delaware; provided, further that if (and only after) both the Court of lawsChancery of the State of Delaware and the United States District Court for the District of Delaware determine that they lack subject matter jurisdiction over any such Action, such Action shall be brought solely and exclusively in the United States District Court for the Southern District of New York. Each party of the Parties hereto agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal such courts sitting in King County, Washington, for the adjudication respect of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinsuch Action, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and agrees not to assert in any suit, action or proceedingeffectively do so, any claim that objection which it is not personally subject may now or hereafter have to the jurisdiction laying of venue of any such courtAction in any such court in accordance with the provisions of this Section 9.7. Each of the Parties hereto hereby irrevocably waives, that such suitto the fullest extent permitted by Law, action or proceeding is brought in the defense of an inconvenient forum or that to the venue maintenance of such suit, action or proceeding is improperAction in any such court. Each party of the Parties hereto hereby irrevocably waives personal and unconditionally consents to service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address manner provided for such notices to it under in Section 9.2 (Notices). Nothing in this Agreement and agrees that such service shall constitute good and sufficient service or any of process and notice thereof. Nothing contained herein shall be deemed the other Transaction Agreements will affect the right of any Party to limit in any way any right this Agreement to serve process in any other manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONLaw.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning (a) This Agreement, and any Litigation in any way arising out of or relating to this Agreement, the constructionnegotiation, validity, enforcement and interpretation execution or performance of this Agreement Agreement, the Transactions or the legal relationship of the parties (whether at law or in equity, and whether in contract or in tort or otherwise), shall be governed by and enforced pursuant to the laws of the State of Delaware, without regard giving effect to principles rules of conflicts conflict of lawslaws that would result in the application of Laws of any other jurisdiction. Each party hereby irrevocably submits agrees and consents to be subject to the exclusive jurisdiction of the Court of Chancery in the State of Delaware situated in New Castle County and any State of Delaware appellate court therefrom or, to the extent the Court of Chancery of the State of Delaware situated in New Castle County does not have subject matter jurisdiction or declines to accept personal jurisdiction over any party, any state or federal court within New Castle County in the State of Delaware and federal courts sitting any appellate court therefrom (collectively, the “Chosen Courts”) in King County, Washington, for any Litigation described in the adjudication immediately preceding sentence of this Section 9.08(a) that is brought by any such party or its successors or assigns. Each party irrevocably consents to the service of any dispute hereunder and all process in any such Litigation by the delivery of such process in the manner provided in Section 9.01. Each party irrevocably and unconditionally waives any objection to the laying of venue of any Litigation arising out of or relating to this Agreement, the negotiation, execution or performance of this Agreement, the Transactions or the legal relationship of the parties (whether at law or in connection herewith equity, and whether in contract or with any transaction contemplated hereby in tort or discussed hereinotherwise) in the Chosen Courts, and hereby further irrevocably waives, and unconditionally waives and agrees not to assert plead or claim in any suit, action or proceeding, any claim Chosen Court that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is Litigation brought in any Chosen Court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improperforum. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service it will not bring or support, or permit any of process and notice thereof. Nothing contained herein shall be deemed its Affiliates to limit bring or support, any Litigation (including any cross-claim or third-party claim) of any kind or description, whether at law or in equity, whether in contract or in tort or otherwise, in any way relating to this Agreement or any right to serve process of the Transactions, in any manner permitted forum other than the Chosen Courts, and that the provisions of Section 9.08(b) relating to the waiver of jury trial shall apply to any such Litigation. Each party further agrees that any final and nonappealable judgment against any of them in any Litigation described in the first sentence of this Section 9.08(a) shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVESsuit on judgment, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONa certified copy of which shall be conclusive evidence of the fact and amount of such judgment.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the constructionTHE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, validity, enforcement and interpretation of this Agreement shall be governed by the laws of the State of Delaware, without regard to principles of conflicts of lawsTHIS NOTE AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in King County, Washington, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Any legal suit, action or proceeding is brought arising out of or based upon this Indenture or the transactions contemplated hereby may be instituted in an inconvenient forum the federal courts of the United States of America located in the City of New York or that the venue courts of the State of New York in each case located in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served courts in any such suit, action or proceeding proceeding. Service of any process, summons, notice or document by mailing a copy thereof mail (to the extent allowed under any applicable statute or rule of court) to such party at the party’s address for such notices to it under this Agreement and agrees that such service set forth above shall constitute good and sufficient be effective service of process and notice thereof. Nothing contained herein shall be deemed to limit for any suit, action or other proceeding brought in any way such court. The Company, the Trustee and the Holders (by their acceptance of the Notes) each hereby irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim any such suit, action or other proceeding has been brought in an inconvenient forum. The Company, the Trustee and the Holders (by their acceptance of the Notes) each hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to serve process trial by jury in any manner permitted by lawlegal proceeding arising out of or relating to this Indenture, the Notes or the transactions contemplated hereby or thereby. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVESThe Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: American Airlines, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWInc. 0 Xxxxxxx Xxxxx Xxxx Xxxxx, ANY RIGHT IT MAY HAVE TO XX 00000 Attention: Treasurer EXHIBIT A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACTASSIGNMENT FORM To assign this Note, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.fill in the form below:

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning This Agreement and the constructionNote, validityincluding the validity thereof and the rights and obligations of the parties hereunder and thereunder, enforcement and interpretation of this Agreement shall be construed in accordance with and governed by the laws of the State Commonwealth of Delaware, Massachusetts without regard to principles of conflicts of laws. Each party hereby irrevocably submits reference to the exclusive conflicts or choice of law principles thereof. The Borrower, to the extent that it may lawfully do so, hereby consents to service of process, and to be sued, in the Commonwealth of Massachusetts and consents to the jurisdiction of the state courts of the Commonwealth of Massachusetts and federal the United States District Court for the District of Massachusetts, as well as to the jurisdiction of all courts sitting in King County, Washingtonto which an appeal may be taken from such courts, for the adjudication purpose of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, other proceeding arising out of any claim that it is not personally subject of its obligations under the Loan Documents or with respect to the jurisdiction of transactions contemplated hereby or thereby, and expressly waives any and all objections it may have as to venue in any such court, courts. The Borrower further agrees that such suit, a summons and complaint commencing an action or proceeding is brought in an inconvenient forum or that the venue any of such suit, action courts shall be properly served and shall confer personal jurisdiction if served personally or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices certified mail to it at its address provided in Section 9.6 or as otherwise provided under this Agreement and agrees that such service shall constitute good and sufficient service the laws of process and notice thereofthe Commonwealth of Massachusetts. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY THE BORROWER AND THE LENDER MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVE THE RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR INDIRECTLY RELATING IN CONNECTION WITH ANY OF THE LOAN DOCUMENTS OR OTHER DOCUMENTS EXECUTED OR CONTEMPLATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT BE EXECUTED IN CONNECTION HEREWITH OR ANY OTHER THEORYCOURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS WAIVER OF RIGHTS CONSTITUTES A MATERIAL INDUCEMENT FOR THE LENDER TO A JURY TRIAL ACCEPT THE NOTE AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER MAKE THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONLOANS.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the constructionTHE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, validity, enforcement and interpretation of this Agreement shall be governed by the laws of the State of Delaware, without regard to principles of conflicts of lawsTHIS NOTE AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in King County, Washington, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Any legal suit, action or proceeding is brought arising out of or based upon this Indenture or the transactions contemplated hereby may be instituted in an inconvenient forum the federal courts of the United States of America located in the City of New York or that the venue courts of the State of New York in each case located in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served courts in any such suit, action or proceeding proceeding. Service of any process, summons, notice or document by mailing a copy thereof mail (to the extent allowed under any applicable statute or rule of court) to such party at the party’s address for such notices to it under this Agreement and agrees that such service set forth above shall constitute good and sufficient be effective service of process for any suit, action or other proceeding brought in any such court. The Company, the Trustee, and notice thereofthe Holders (by their acceptance of the Notes) each hereby irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim any such suit, action or other proceeding has been brought in an inconvenient forum. Nothing contained The Company, the Trustee, and the Holders (by their acceptance of the Notes) each hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Indenture, the Notes or the transactions contemplated hereby or thereby. EXHIBIT A The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: American Airlines, Inc. 0 Xxxxxxx Xxxxx Fort Worth, TX 76155 Attention: Treasurer EXHIBIT A ASSIGNMENT FORM To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to: _______________________________________________________________________________________ (Insert assignee’s legal name) (Insert assignee’s soc. sec. or tax I.D. no.) (Print or type assignee’s name, address and zip code) and irrevocably appoint __________________________________________________________to transfer this Note on the books of the Company. The agent may substitute another to act for him. Date: _______________ Your Signature: ____________________________ (Sign exactly as your name appears on the face of this Note) Signature Guarantee*: _____________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). EXHIBIT A OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 of the Indenture, check the box below: If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10 the Indenture, state the amount you elect to have purchased: $_________ Date: ___________ Your Signature: ____________________________ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: _______________________ Signature Guarantee*: ________________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). EXHIBIT A SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Signature of authorized officer of Trustee or Custodian EXHIBIT B FORM OF CERTIFICATE OF TRANSFER American Airlines, Inc. 0 Xxxxxxx Xxxxx Fort Worth, TX 76155 Wilmington Trust, National Association 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Minneapolis, MN 55402 Re: 8.500% Senior Secured Notes due 2029 Reference is hereby made to the Indenture, dated as of December 4, 2023 (the “Indenture”), among American Airlines, Inc., as issuer (the “Company”), the Guarantors party thereto and Wilmington Trust, National Association, as trustee. Capitalized terms used but not defined herein shall be deemed have the meanings given to limit them in any way any right the Indenture. ________________ (the “Transferor”) owns and proposes to serve process transfer the Note[s] or interest in any manner permitted by lawsuch Note[s] specified in Annex A hereto, in the principal amount of $___________ in such Note[s] or interests (the “Transfer”), to ___________________________ (the “Transferee”), as further specified in Annex A hereto. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVESIn connection with the Transfer, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES the Transferor hereby certifies that: [CHECK ALL THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.APPLY]

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning This Agreement, including the constructionvalidity hereof and the rights and obligations of the parties hereunder, validity, enforcement and interpretation of this Agreement shall be governed by by, and construed in accordance with, the internal laws (as opposed to the conflicts of law provisions, but including sections 5-1401 and 5-1402 of the general obligations law of the State of Delaware, without regard to principles New York) and decisions of conflicts the State of lawsNew York. Each party hereto hereby irrevocably submits to the exclusive nonexclusive jurisdiction of the state and federal courts any New York or Federal court sitting in King Countythe City of New York, Washington, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in New York over any suit, action or proceedingproceeding arising out of or relating to this Agreement and waives, to the fullest extent permitted or not prohibited by law, any claim that objection which it is not personally subject may now or hereafter have to the jurisdiction laying of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing brought in such a copy thereof to court and any claim that any such party at the address for suit, action or proceeding brought in such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit a court has been brought in any way any right to serve process in any manner permitted by lawan inconvenient forum. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS). EACH PARTY HERETO (A) CERTIFIES THAT NO AGENTREPRESENTATIVE, ATTORNEY, REPRESENTATIVE AGENT OR ATTORNEY OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSECTION 6.7.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning This Agreement and, ------------------------------------------------- unless explicitly provided otherwise therein, each of the constructionother Operative Documents, validityincluding the validity hereof and thereof and the rights and obligations of the parties hereunder and thereunder, enforcement and interpretation of this Agreement all amendments and supplements hereof and thereof and all waivers and consents hereunder and thereunder, shall be construed in accordance with and governed by the domestic substantive laws of the State The Commonwealth of Delaware, Massachusetts without regard giving effect to principles any choice of law or conflicts of lawslaw provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction. Each party hereby irrevocably submits of the Companies, to the exclusive extent that it may lawfully do so, hereby consents to service of process, and to be sued, in The Commonwealth of Massachusetts and consents to the jurisdiction of the state courts of The Commonwealth of Massachusetts and federal the United States District Court for the District of Massachusetts, as well as to the jurisdiction of all courts sitting in King County, Washingtonto which an appeal may be taken from such courts, for the adjudication purpose of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, other proceeding arising out of any claim that it is not personally subject of its obligations hereunder or thereunder or with respect to the jurisdiction of transactions contemplated hereby or thereby, and expressly waives any and all objections it may have as to venue in any such court, courts. Each of the Companies further agrees that such suit, a summons and complaint commencing an action or proceeding is brought in an inconvenient forum or that the venue any of such suitcourts shall be properly served and shall confer personal jurisdiction if sewed personally or by certified mail to it at its address referred to in section 23 or as otherwise provided under the laws of The Commonwealth of Massachusetts. Notwithstanding the foregoing, action or proceeding is improper. Each party hereby irrevocably waives personal service each of process and consents to process being served the Companies agrees that nothing contained in this section 27 shall preclude the institution of any such suit, action or other proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement 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 way any right to serve process in any manner permitted by lawjurisdiction other than The Commonwealth of Massachusetts. EACH PARTY HERETO HEREBY OF THE COMPANIES IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY WAIVES ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL SUIT, ACTION OR OTHER PROCEEDING DIRECTLY INSTITUTED BY OR INDIRECTLY RELATING TO THIS AGREEMENT AGAINST IT IN RESPECT OF ITS OBLIGATIONS HEREUNDER OR THEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONTHEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning This Agreement shall be governed by and construed in accordance with the construction, validity, enforcement and interpretation laws of this Agreement the State of New York (except Section 14 which shall be governed by the laws of the State of Delaware) in accordance with choice of law provisions thereof, without regard reference to principles of conflicts conflict of laws. Each party Any suit, action or proceeding arising out of or relating to this Agreement against any of the parties hereto or any of the assets of any of such parties shall be brought in any courts located in DuPage County or in the U.S. District Court for the Northern District, Eastern Division of Illinois, and each of the parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of such courts over the state and federal courts sitting in King County, Washington, for the adjudication subject matter of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby of the parties hereto each irrevocably waives personal service of process and consents agrees not to process being served in raise any objection it might now or hereafter have to any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement 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 way such court including, without limitation, any right to serve process objection that the place where such court is located is an inconvenient forum or that there is any other suit, action or proceeding in any manner permitted by lawother place relating in whole or in part to the same subject matter. EACH PARTY HERETO HEREBY ABSOLUTELY, IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN OF ANY LEGAL PROCEEDING DIRECTLY CLAIM OR INDIRECTLY CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY HEREIN, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER BASED ON CONTRACTWITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. EACH OF THE PARTIES HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS PARAGRAPH AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY OTHER THEORYPROVISION HEREOF. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT SHALL APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENTANY SUBSEQUENT AMENDMENTS, ATTORNEYRENEWALS, REPRESENTATIVE SUPPLEMENTS OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK MODIFICATIONS TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONAGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall will be governed by and construed in accordance with the laws of the State of DelawareNew York, without regard to principles of conflicts of laws. Each party hereby irrevocably submits giving effect to the exclusive jurisdiction conflict of laws principles thereof other than Section 5-1401 of the state and federal courts sitting in King County, Washington, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such New York General Obligations Law. Any suit, action or proceeding is seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby may be brought in an inconvenient forum any federal or that state court located in the venue Borough of Manhattan in The City of New York, and each of the parties hereby consents to the jurisdiction of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service courts (and of process and consents to process being served the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by mailing a copy thereof law, any objection which it may now or hereafter have to the laying of the venue of any such party suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Each of Usiminas Sub and Usiminas Parent hereby irrevocably appoints National Corporate Research, Ltd., with offices at the address date hereof at 00 Xxxx 00xx Xxxxxx 00xx Xxxxx, Xxx Xxxx, XX 00000, and each of the Company and Techint hereby irrevocably appoints CT Corporation, with offices at the date hereof at 000 Xxxxxx Xxxxxx 00xx Xxxxx, Xxx Xxxx, XX 00000, as their respective authorized agent (each of National Corporate Research, Ltd. and CT Corporation, an “Authorized Agent”) for such notices to it under this Agreement service of process in any suit, action or proceeding described above 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 way any right such suit, action or proceeding may be made upon it at the office of such agent. Each of the parties hereto hereby waives, to serve process in any manner the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Each of the parties hereto represents and warrants that its respective Authorized Agent has agreed to act as its agent for service of process, and each of the parties agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, WAIVES ANY AND ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY ARISING OUT OF OR INDIRECTLY RELATING RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONHEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning This Commitment Letter and the construction, validity, enforcement and interpretation of this Agreement Fee Letter shall be governed by by, and construed and enforced in accordance with, the laws of the state of New York; provided that (a) the interpretation of the definition of “Material Adverse Effect” (as defined in the Acquisition Agreement) (and whether or not a Material Adverse Effect has occurred), (b) the determination of the accuracy of any Specified Acquisition Agreement Representation and whether as a result of any inaccuracy thereof you or any of your affiliates have the right to terminate your or their obligations thereunder or refuse or decline to consummate the Acquisition and (c) the determination of whether the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement, shall be governed by, and construed in accordance with, the laws of the State of DelawareTexas, without regard to regardless of the laws that might otherwise govern under applicable principles of conflicts of lawslaws thereof. Each party of the parties hereto hereby irrevocably submits and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the state and federal courts United States of America sitting in King CountyNew York City, Washingtonand any appellate court from any thereof, for in any action or proceeding arising out of or relating to this Commitment Letter, the adjudication Fee Letter, the Facility, the use of proceeds thereof, the Transactions or any dispute hereunder or in connection herewith or with any other transaction contemplated hereby or discussed hereinthereby, and hereby irrevocably waivesor for recognition or enforcement of any judgment, and agrees not that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to assert the extent permitted by law, in such Federal court; provided that, to the extent that the New York State courts or Federal courts of the United States of America sitting in New York City dismiss for lack of jurisdiction or otherwise refuse to hear any legal action or proceeding, each party hereto shall accept the jurisdiction of any other applicable court, (b) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceedingproceeding arising out of or relating to this Commitment Letter or the transactions contemplated hereby or thereby in any New York State court or in any such Federal court and (c) waives, any claim that it is not personally subject to the jurisdiction fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement 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 way any right to serve process in any manner permitted by law. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST MAXIMUM EXTENT PERMITTED BY IT MAY DO SO UNDER APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY DISPUTE, ACTION, PROCEEDING, CLAIM OR INDIRECTLY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) BROUGHT BY OR ON BEHALF OF ANY OTHER THEORY. PARTY RELATED TO OR ARISING OUT OF THIS WAIVER COMMITMENT LETTER OR ITS INTERPRETATION OR THE PERFORMANCE OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSERVICES HEREUNDER.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by by, and construed in accordance with, the laws of the State of DelawareDelaware (without giving effect to its choice of law principles). Subject to the provisions and limitations set forth in Sections 8.8 and 9.16, without regard to principles for purposes of conflicts any Action arising out of laws. Each party or in connection with this Agreement, the Ancillary Documents or any transaction contemplated hereby or thereby, each of the parties hereto (a) irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in King County, Washington, for the adjudication venue of any dispute hereunder state or federal court located within City and County of Denver, State of Colorado, (b) agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth in connection herewith or Section 9.2 shall be effective service of process for any Action with respect to any transaction contemplated hereby or discussed hereinmatters to which it has submitted to jurisdiction in this Section 9.10, and hereby irrevocably waives, (c) waives and agrees covenants not to assert or plead, by way of motion, as a defense or otherwise, in any suit, action or proceedingsuch Action, any claim that it is not subject personally subject to the jurisdiction of any such court, that such suit, action or proceeding the Action is brought in an inconvenient forum or forum, that the venue of the Action is improper or that this Agreement or the Ancillary Document, as applicable, or the subject matter hereof or thereof may not be enforced in or by such suitcourt, action and hereby agrees not to challenge such jurisdiction or proceeding is improper. Each party hereby irrevocably waives personal service venue by reason of process and consents to process being served any offsets or counterclaims in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereofAction. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY THE PARTIES HERETO HEREBY IRREVOCABLY WAIVESKNOWINGLY, TO VOLUNTARILY AND INTENTIONALLY WAIVE THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, RIGHT ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LEGAL PROCEEDING DIRECTLY LITIGATION BASED HEREON, OR INDIRECTLY RELATING TO ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS AND ANY AGREEMENT CONTEMPLATED HEREBY WHETHER BASED ON CONTRACTTO BE EXECUTED IN CONNECTION HEREWITH, TORT OR ANY OTHER THEORYCOURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY IN CONNECTION WITH SUCH AGREEMENTS. THIS WAIVER FOR THE AVOIDANCE OF RIGHTS DOUBT, IT IS THE INTENT OF THE PARTIES THAT ALL DISPUTES (AS DEFINED BELOW) SHALL BE RESOLVED PURSUANT TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT PROVISIONS OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSECTION 9.16.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this (a) This Agreement shall be governed by and construed under the laws of the State of Delaware, without regard New York applicable to principles contracts made and to be performed entirely within the State of conflicts of lawsNew York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in King County, Washington, the State and County of New York for the adjudication of any dispute hereunder or in connection herewith or therewith or with any transaction contemplated hereby or discussed hereinthereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement 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 way any right to serve process in any manner permitted by law. (b) EACH PARTY HERETO TO THIS AGREEMENT ACKNOWLEDGES AND AGREES THAT ANY DISPUTE OR CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND UNCONDITIONALLY WAIVES ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWSHEREBY. EACH PARTY HERETO TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (AI) CERTIFIES THAT NO AGENTREPRESENTATIVE, ATTORNEY, REPRESENTATIVE AGENT OR ATTORNEY OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS AGREEMENT AND HAS HAD AN OPPORTUNITY TO SEEK SEPARATE COUNSEL OF ITS OWN CHOICE TO REVIEW THIS AGREEMENT, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (BIV) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning This Agreement and, unless explicitly provided otherwise therein, each of the constructionother Operative Documents, validityincluding the validity hereof and thereof and the rights and obligations of the parties hereunder and thereunder, enforcement and interpretation of this Agreement all amendments and supplements hereof and thereof and all waivers and consents hereunder and thereunder, shall be construed in accordance with and governed by the domestic substantive laws of the State of New York without giving effect to any choice of law or conflicts of law provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction. The Issuer, to the extent that it may lawfully do so, hereby consents to service of process, and to be sued, in the State of New York and consents to the jurisdiction of the courts of the State of New York and the United States District Court for the Southern District of New York, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, for the purpose of any suit, action or other proceeding arising out of any of its obligations hereunder or thereunder or with respect to the transactions contemplated hereby or thereby, and expressly waives any and all objections it may have as to venue in any such courts. The Issuer further agrees that a summons and complaint commencing an action or proceeding in any of such courts shall be properly served and shall confer personal jurisdiction if served personally or by certified mail to it at its address referred to in Section 21 or as otherwise provided under the laws of the State of DelawareNew York. Notwithstanding the foregoing, without regard to principles the Issuer agrees that nothing contained in this Section 25 shall preclude the institution of conflicts of laws. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in King County, Washington, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or other proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement 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 way any right to serve process in any manner permitted by lawjurisdiction other than the State of New York. EACH PARTY HERETO HEREBY THE ISSUER IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY WAIVES ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL SUIT, ACTION OR OTHER PROCEEDING DIRECTLY INSTITUTED BY OR INDIRECTLY RELATING TO THIS AGREEMENT AGAINST IT IN RESPECT OF ITS OBLIGATIONS HEREUNDER OR UNDER ANY OTHER OPERATIVE DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONTHEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning (a) THIS AGREEMENT SHALL BE CONSTRUED, PERFORMED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Any Action arising out of or relating to this Agreement, the constructionLimited Guarantees, validitythe Equity Financing Commitments, enforcement and interpretation the Debt Financing Commitment or the transactions contemplated hereby or thereby, including any Action against any member of this Agreement the Parent Group, shall be governed by brought solely and exclusively in the laws Court of Chancery of the State of Delaware; provided, that if (and only after) such courts determine that they lack subject matter jurisdiction over any such legal Action, such legal Action shall be brought in any Delaware State court or the Federal courts of the United States located in the State of Delaware; provided, further, that if (and only after) the Court of Chancery of the State of Delaware, without regard to principles the Delaware State courts and the Federal courts of conflicts the United States located in the State of lawsDelaware determine that they lack subject matter jurisdiction over any such legal Action, such legal Action shall be brought in the United States District Court for the Southern District of New York. Each party of the Parties hereto agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal such courts sitting in King County, Washington, for the adjudication respect of any dispute hereunder Action arising out of or in connection herewith relating to this Agreement, the Limited Guarantees, the Equity Financing Commitments, the Debt Financing Commitment or with any transaction the transactions contemplated hereby or discussed hereinthereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and agrees not effectively do so, any objection which it may now or hereafter have to assert the laying of venue of any Action arising out of or relating to this Agreement, the Limited Guarantees, the Equity Financing Commitments, the Debt Financing Commitment or the transactions contemplated hereby or thereby in any suitsuch court in accordance with the provisions of this Section 9.7. Each of the Parties hereto hereby irrevocably waives, action or proceeding, any claim that it is not personally subject to the jurisdiction fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such Action in any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party of the Parties hereto hereby irrevocably waives personal and unconditionally consents to service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address manner provided for such notices to it under in Section 9.2 (Notices). Nothing in this Agreement and agrees that such service shall constitute good and sufficient service will affect the right of process and notice thereof. Nothing contained herein shall be deemed any Party to limit in any way any right this Agreement to serve process in any other manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONLaw.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed in all respects, including validity, interpretation and effect, by the laws law of the State of DelawareNew York, without regard to regardless of the law that might be applied under principles of conflicts conflict of lawslaws to the extent such principles would require or permit the application of the laws of another jurisdiction. Each of the parties hereto irrevocably and unconditionally 1) agrees that any legal suit, action or proceeding brought by any party hereto arising out of or based upon this Agreement or the transactions contemplated hereby irrevocably may be brought in any court of the State of New York or Federal District Court for the Southern District of New York located in the City, County and State of New York (each, a “New York Court”), 1) waives, to the fullest extent that it may effectively do so, any objection that it may now or hereafter have to the laying of venue of any such proceeding brought in a New York Court, and any claim that any such action or proceeding brought in a New York Court has been brought in an inconvenient forum, 1) submits to the non-exclusive jurisdiction of the state and federal courts sitting in King County, Washington, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert New York Court in any suit, action or proceedingproceeding and 1) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement 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 way any right to serve process in any manner permitted by law. EACH PARTY HERETO AND THEREFORE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WAIVES ANY RIGHT IT THAT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACTBREACH, TORT TERMINATION OR ANY OTHER THEORYVALIDITY OF THIS AGREEMENT. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWSWith respect to clause (d) of the immediately preceding sentence, each of the parties hereto acknowledges and certifies that 1) no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the waiver contained therein, 1) it understands and has considered the implications of such waiver, 1) it makes such waiver voluntarily and 1) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENTNo Indemnifying Party shall seek any order of a court or other governmental authority that would prohibit or otherwise interfere with the performance of any of the Indemnifying Parties’ advancement, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONindemnification and other obligations under this Agreement.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this (a) This Agreement shall be governed by by, and construed in accordance with, the laws of the State of Delaware, without regard to regardless of the laws that might otherwise govern under applicable principles of conflicts of lawslaws thereof. Each party hereby In any action or proceeding arising out of or relating to this Agreement or any of the Transactions: (i) each of the parties hereto irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware and any state and federal courts appellate court therefrom or, if (but only if) such court lacks subject matter jurisdiction, the United States District Court sitting in King CountyNew Castle County in the State of Delaware and any appellate court therefrom (collectively, Washingtonthe “Delaware Courts”); and (ii) each of the parties hereto irrevocably consents to service of process by first class certified mail, for return receipt requested, postage prepaid, to the adjudication address at which such party is to receive notice in accordance with Section 10.2. Each of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, the parties hereto irrevocably and hereby irrevocably waives, and unconditionally (1) agrees not to assert in commence any suit, such action or proceedingproceeding except in the Delaware Courts, (2) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Delaware Courts, (3) waives, to the fullest extent it may legally and effectively do so, any claim objection that it is not personally subject may now or hereafter have to the jurisdiction or laying venue of any such court, that such suit, action or proceeding is brought in the Delaware Courts and (4) waives, to the fullest extent permitted by law, the defense of an inconvenient forum or that to the venue maintenance of such suit, action or proceeding is improperin the Delaware Courts. Each party hereby irrevocably waives personal service of process and consents to process being served The parties hereto agree that a final judgment in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit conclusive and may be enforced in other jurisdictions by suit on the judgment or in any way other manner provided by Applicable Laws; provided that nothing in the foregoing shall restrict any right party’s rights to serve process seek any post-judgment relief regarding, or any appeal from, such final trial court judgment. Notwithstanding anything to the contrary herein, all matters relating to the procedural mechanics of the Merger in any manner permitted the State of Israel will be governed by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONIsraeli Companies Law.

Governing Law; Jurisdiction; Waiver of Jury Trial. All The laws of the State of Delaware shall govern (a) all proceedings, claims or matters related to or arising from this Agreement (including any tort or non-contractual claims) and (b) any questions concerning the construction, validityinterpretation, enforcement validity and interpretation enforceability of this Agreement shall be governed Agreement, and the performance of the obligations imposed by the laws this Agreement, in each case without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, without regard to principles of conflicts of lawsTORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES UNDER THIS AGREEMENT. THE PARTIES FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH SUCH PARTY’S LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES SUCH PARTY’S JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. Each party hereby irrevocably of the parties to this Agreement submits to the exclusive jurisdiction of first, the state and federal courts sitting in King CountyChancery Court of the State of Delaware or if such court declines jurisdiction, Washington, then to the Federal District Court for the adjudication District of Delaware, in any dispute hereunder proceeding arising out of or relating to this Agreement, agrees that all claims in connection herewith or with respect of the proceeding shall be heard and determined in any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, such court and agrees not to assert bring any proceeding arising out of or relating to this Agreement in any suitother courts. Nothing in this Section 7.06, action or proceedinghowever, any claim that it is not personally subject to shall affect the jurisdiction right of any such court, that such suit, action party to this Agreement to serve legal process in any other manner permitted by law or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improperat equity. Each party hereby irrevocably waives personal service of process and consents to process being served this Agreement agrees that a final judgment in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein so brought shall be deemed to limit conclusive and may be enforced by suit on the judgment or in any way any right to serve process in any other manner permitted provided by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONlaw or at equity.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Delaware applicable to contracts executed and fully performed within such State. The Parties agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in the United States District Court for the District of Delaware or, if such court does not have jurisdiction over the subject matter of such proceeding or if such jurisdiction is not available, in the Court of Chancery of the State of Delaware, without regard to principles County of conflicts New Castle (or, if such court does not have jurisdiction over the subject matter of laws. Each party such proceeding or if such jurisdiction is not available, in the Superior Court of the State of Delaware, County of New Castle), and each of the Parties hereby irrevocably submits consents to the exclusive jurisdiction of those courts (and of the state and federal appropriate appellate courts sitting in King County, Washington, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert therefrom) in any suit, action or proceedingproceeding and irrevocably waives, to the fullest extent permitted by Law, any claim that objection which it is not personally subject may now or hereafter have to the jurisdiction laying of the venue of any such court, that such suit, action or proceeding is brought in an inconvenient forum any of those courts or that the venue of such any suit, action or proceeding which is improper. Each party hereby irrevocably waives personal service of process and consents to process being served brought in any such of those courts has been brought in an inconvenient forum. Process in any suit, action or proceeding by mailing a copy thereof to such may be served on any party at anywhere in the address for such notices to it under this Agreement and world, whether within or without the jurisdiction of any of the named courts. Without limiting the foregoing, each party agrees that such service shall constitute good and sufficient service of process and on it by notice thereof. Nothing contained herein as provided in Section 13.10 shall be deemed to limit in any way any right to serve process in any manner permitted by laweffective service of process. EACH PARTY HERETO OF THE PARTIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE ALL RIGHTS TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY ACTION, PROCEEDING, OR INDIRECTLY COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONHEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning This Agreement shall be governed by, and construed and enforced in accordance with the construction, validity, enforcement and interpretation laws of the state of Delaware in all respects without giving effect to the conflict of law principles thereof. The sole forum for resolving disputes arising under or relating to this Agreement shall be governed by the laws of state and Federal courts located in the State state of Delaware, without regard to principles of conflicts of laws. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in King County, Washington, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinall related appellate courts, and the Parties hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject consent to the jurisdiction of any such court, courts and agree that such suit, action or proceeding is brought venue shall be in an inconvenient forum or that the venue state of such suit, action or proceeding is improperDelaware. Each party hereby irrevocably waives personal service of process and consents to process being served Process in any such suitproceeding referred to in the preceding sentence may be served on any Party anywhere in the world. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement 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 way any right to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVESWAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DEFENDANT OR OTHERWISE) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY HEREBY, IN EACH CASE WHETHER BASED ON CONTRACT, TORT NOW EXISTING OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWSHEREAFTER ARISING. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND HAS BEEN INFORMED BY THE OTHER PARTIES PARTY HERETO HAVE BEEN INDUCED TO ENTER THAT THIS SECTION 9.10 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT BY, AMONG OTHER THINGS, AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 9.10 WITH ANY COURT AS WRITTEN EVIDENCE OF THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONCONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, Delaware without regard reference to principles of the conflicts of lawslaw principles thereof to the extent such principles would require or permit the application of laws of another jurisdiction. Each party hereby The parties hereto irrevocably submits submit to the exclusive jurisdiction of the state and Delaware Court of Chancery (or, if the Delaware Court of Chancery shall be unavailable, any other court of the State of Delaware or, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, any federal court of the United States of America sitting in King County, Washington, for the adjudication State of Delaware) in any dispute hereunder action arising out of or in connection herewith or with any transaction contemplated hereby or discussed hereinrelating to this Agreement, and hereby irrevocably waivesagree that all claims in respect of such action may and shall be heard and determined in such state or federal court. The parties hereto irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding and agrees not any rights they may have to assert in any suit, transfer or change venue of such action or proceeding. The parties hereto further agree, any claim that it is not personally subject to the jurisdiction of any such courtfullest extent permitted by law, that such suit, judgment against any of them in any action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process contemplated above shall be conclusive and consents to process being served may be enforced in any such suit, action other jurisdiction within or proceeding outside the United States of America by mailing a copy thereof to such party at suit on the address for such notices to it under this Agreement 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 way any right to serve process in any manner permitted by lawjudgment. EACH OF THE PARTIES ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND UNCONDITIONALLY WAIVES ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORYHEREBY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT NO AGENTREPRESENTATIVE, ATTORNEY, REPRESENTATIVE AGENT OR ATTORNEY OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER NOT, IN THE EVENT OF LITIGATION, AND SEEK TO ENFORCE THE FOREGOING WAIVER, (B) ACKNOWLEDGES THAT IT EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE OTHER PARTIES HERETO HAVE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSECTION 8.12.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE GOVERNED BY, INTERPRETED AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each of the construction, validity, enforcement and interpretation of parties to this Agreement shall be governed by hereby irrevocably and unconditionally submits, for itself and its property, to the laws exclusive jurisdiction of the Court of Chancery of the State of Delaware, without regard to principles of conflicts of laws. Each party hereby irrevocably submits to or, if (and only if) such court finds it lacks subject matter jurisdiction, the exclusive jurisdiction Superior Court of the state and State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America sitting in King Countythe district of Delaware, Washingtonand any appellate court from any thereof, for in any action or proceeding arising out of or relating to this Agreement or the adjudication of any dispute hereunder or agreements delivered in connection herewith or with any transaction the transactions contemplated hereby or discussed hereinthereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably waives, and unconditionally (i) agrees not to assert in commence any suit, such action or proceedingproceeding except in the Court of Chancery of the State of Delaware, any claim or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that it is not personally the subject to of the jurisdiction of any such court, that such suit, action or proceeding is brought vested exclusively in an inconvenient forum the federal courts of the United States of America, the federal court of the United States of America sitting in the district of Delaware, as applicable, and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks subject matter jurisdiction, the Superior Court of the State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the venue subject of such suit, the action or proceeding is impropervested exclusively in the federal courts of the United States of America, the federal court of the United States of America sitting in the district of Delaware, as applicable, and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the jurisdiction or laying of venue of any such action or proceeding in such courts 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 such courts. Each of the parties hereto 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 hereby to this Agreement irrevocably waives personal consents to service of process and consents inside or outside the territorial jurisdiction of the courts referred to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at this Section 11.7(a) in the address manner provided for such notices to it under in Section 11.3. Nothing in this Agreement and agrees that such service shall constitute good and sufficient service will affect the right of process and notice thereof. Nothing contained herein shall be deemed any party to limit in any way any right this Agreement to serve process in any other manner permitted by lawLaw. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.121

Governing Law; Jurisdiction; Waiver of Jury Trial. All issues and questions concerning the construction, validity, enforcement interpretation and interpretation enforceability of this Agreement and the exhibits and schedules hereto, and all claims and disputes arising hereunder or thereunder or in connection herewith or therewith, whether purporting to sound in contract or tort, or at law or in equity, shall be governed by by, and construed in accordance with, the laws Laws of the State of Delaware, without regard giving effect to principles any choice of conflicts Law or conflict of lawsLaw rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. Each party The parties hereto hereby irrevocably submits agree and consent to be subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, to the extent such court declines jurisdiction, first to any federal court, or second, to any state and federal courts sitting court, each located in King CountyWilmington, Washington, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinDelaware, and hereby irrevocably waiveswaive the right to assert the lack of personal or subject matter jurisdiction or improper venue in connection with any such suit, and action or other proceeding. In furtherance of the foregoing, each of the parties hereto (a) waives the defense of inconvenient forum, (b) agrees not to assert in commence any suit, action or proceeding, other proceeding arising out of this Agreement or any claim that it is not personally subject to the jurisdiction of transactions contemplated hereby other than in any such court, and agrees that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served a final judgment in any such suit, action or other proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit conclusive and may be enforced in other jurisdictions by suit or judgment or in any way any right to serve process in any other manner permitted provided by lawLaw. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY LITIGATION, ACTION, PROCEEDING, CROSS-CLAIM, OR INDIRECTLY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY COUNTERCLAIM IN ANY COURT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENTTORT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE) ARISING OUT OF, THAT RELATING TO OR IN CONNECTION WITH (i) THIS AGREEMENT OR THE VALIDITY, PERFORMANCE, INTERPRETATION, COLLECTION OR ENFORCEMENT HEREOF OR (ii) THE ACTIONS OF SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER PARTY IN THE EVENT OF LITIGATIONNEGOTIATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BYAUTHORIZATION, AMONG OTHER THINGSEXECUTION, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONDELIVERY, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning To the constructionmaximum extent permitted by applicable Law, validity, enforcement and interpretation the provisions of this Agreement Assignment shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to principles of conflicts conflict of laws, except with regard to issues relating to real property matters concerning the ORRI, which shall be governed by the Laws of the applicable state in which the interests constituting the ORRI are located, as applicable. Each party hereby irrevocably submits to the exclusive jurisdiction of the state Parties agrees that the transactions contemplated by the Contribution Agreement involve at least $100,000 and federal courts sitting that the Contribution Agreement and this Assignment have been entered into in King County, Washington, for express reliance upon 6 Del. C. § 2708. Each of the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, Parties irrevocably and hereby irrevocably waives, unconditionally confirms and agrees not to assert in any suit, action or proceeding, any claim (a) that it is not personally and shall continue to be subject to the jurisdiction of any such courtthe courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (b) (i) to the extent that such suit, action or proceeding Party is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal not otherwise subject to service of process in the State of Delaware, to appoint and consents maintain an agent in the State of Delaware as such Party’s agent for acceptance of legal process and notify the other Parties of the name and address of such agent, and (ii) to process being served in any such suitthe fullest extent permitted by Law, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process may also be made on such Party by prepaid certified mail with a proof of mailing receipt validated by the U.S. Postal Service constituting evidence of valid service, and notice thereof. Nothing contained herein shall be deemed that, to limit in any way any right to serve process in any manner the fullest extent permitted by lawapplicable Law, service made pursuant to (b)(i) or (ii) above shall have the same legal force and effect as if served upon such Party personally within the State of Delaware. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY (A) CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED IN THE STATE OF DELAWARE, INCLUDING THE DELAWARE COURT OF CHANCERY IN AND FOR NEW CASTLE COUNTY (THE “DELAWARE COURTS”) FOR ANY ACTIONS, SUITS, OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS ASSIGNMENT (AND AGREES NOT TO COMMENCE ANY LITIGATION RELATING THERETO EXCEPT IN SUCH COURTS), (B) WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUCH LITIGATION IN THE DELAWARE COURTS AND AGREES NOT TO PLEAD OR CLAIM IN ANY DELAWARE COURT THAT SUCH LITIGATION BROUGHT THEREIN HAS BEEN BROUGHT IN ANY INCONVENIENT FORUM AND (C) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS ASSIGNMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OR RELATING TO THIS AGREEMENT ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. BY THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONASSIGNMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning (a) THIS AGREEMENT, AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER AT LAW, IN CONTRACT OR IN TORT) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE TO THIS AGREEMENT, THE EQUITY FINANCING COMMITMENT, THE SUPPORT AGREEMENTS OR THE NEGOTIATION, EXECUTION OR PERFORMANCE HEREOF OR THEREOF, SHALL BE CONSTRUED, PERFORMED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION. Any Action against, arising out of or relating to this Agreement, the constructionEquity Financing Commitment, validitythe Support Agreements or the transactions contemplated hereby or thereby, enforcement and interpretation including any Action against any member of this Agreement the Parent Group, shall be governed by brought solely and exclusively in the laws Court of Chancery of the State of Delaware; provided that if (and only after) such courts determine that they lack subject matter jurisdiction over any such legal Action, without regard to principles such legal Action shall be brought solely and exclusively in the federal courts of conflicts the United States located in the State of lawsDelaware; provided, further, that if (and only after) both the Court of Chancery of the State of Delaware and the federal courts of the United States located in the State of Delaware determine that they lack subject matter jurisdiction over any such legal Action, such legal Action shall be brought in the United States District Court for the Southern District of New York. Each party of the Parties agrees that a final judgment (subject to any appeals therefrom) in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each Party hereby irrevocably submits to the exclusive jurisdiction of such courts, in accordance with the state and federal courts sitting foregoing order of priority, in King County, Washington, for the adjudication respect of any dispute hereunder Action arising out of or in connection herewith relating to this Agreement, the Equity Financing Commitment, the Support Agreements or with any transaction the transactions contemplated hereby or discussed hereinthereby, and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and agrees not effectively do so, any objection which it may now or hereafter have to assert the laying of venue of any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any suitsuch court in accordance with the provisions of this Section 10.7. Each of the Parties hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding, any claim that it is not personally subject to the jurisdiction of proceeding in any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party of the Parties hereby irrevocably waives personal and unconditionally consents to service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address manner provided for such notices to it under in Section 10.2 (Notices). Nothing in this Agreement and agrees that such service shall constitute good and sufficient service will affect the right of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right Party to serve process in any other manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONapplicable Law.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the constructionTHE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, validity, enforcement and interpretation of this Agreement shall be governed by the laws of the State of Delaware, without regard to principles of conflicts of lawsTHIS NOTE AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in King County, Washington, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Any legal suit, action or proceeding is brought arising out of or based upon this Indenture or the transactions contemplated hereby may be instituted in an inconvenient forum the federal courts of the United States of America located in the County of New York or that the venue courts of the State of New York in each case located in the County of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served courts in any such suit, action or proceeding proceeding. Service of any process, summons, notice or document by mailing a copy thereof mail (to the extent allowed under any applicable statute or rule of court) to such party at the party’s address for such notices to it under this Agreement and agrees that such service set forth above shall constitute good and sufficient be effective service of process for any suit, action or other proceeding brought in any such court. The Co-Issuers, the Trustee and notice thereofthe Holders (by their acceptance of the Notes) each hereby irrevocably and unconditionally waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waives and agrees not to plead or claim any such suit, action or other proceeding has been brought in an inconvenient forum. Nothing contained The Co-Issuers, the Trustee and the Holders (by their acceptance of the Notes) each hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Indenture, the Notes or the transactions contemplated hereby or thereby. The Co-Issuers will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: Rivian Holdings, LLC 00000 Xxxxxx Xx Xxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxxx XxXxxxxxx, Chief Financial Officer ASSIGNMENT FORM To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to: ________________________________________________________________________ (Insert assignee’s legal name) (Insert assignee’s soc. sec. or tax I.D. no.) (Print or type assignee’s name, address and zip code) and irrevocably appoint __________________________________________________________________________________________ to transfer this Note on the books of the Co-Issuers. The agent may substitute another to act for him. Date: _______________ Your Signature: (Sign exactly as your name appears on the face of this Note) Signature Guarantee*: _____________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Co-Issuers pursuant to Section 4.11, Section 4.12 or Section 4.13 of the Indenture, check the appropriate box below: ☐ Section 4.11 ☐ Section 4.12 ☐ Section 4.13 If you want to elect to have only part of the Note purchased by the Co-Issuers pursuant to Section 4.11, Section 4.12 or Section 4.13 of the Indenture, state the amount you elect to have purchased: $_________ Date: ___________ Your Signature: (Sign exactly as your name appears on the face of this Note) Tax Identification No.: Signature Guarantee*: ________________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Signature of authorized officer of Trustee or Custodian EXHIBIT B FORM OF CERTIFICATE OF TRANSFER Rivian Holdings, LLC Rivian, LLC Rivian Automotive, LLC 00000 Xxxxxx Xx Xxxxxx, Xxxxxxxxxx 00000 Wilmington Trust, National Association 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000 Re: Senior Secured Floating Rate Notes due 2026 Reference is hereby made to the Indenture, dated as of October 8, 2021 (the “Indenture”), among Rivian Holdings, LLC, Rivian, LLC and Rivian Automotive, LLC, as issuers (the “Co-Issuers”), the Guarantors party thereto and Wilmington Trust, National Association, as trustee and as collateral agent. Capitalized terms used but not defined herein shall be deemed have the meanings given to limit them in any way any right the Indenture. ________________ (the “Transferor”) owns and proposes to serve process transfer the Note[s] or interest in any manner permitted by lawsuch Note[s] specified in Annex A hereto, in the principal amount of $___________ in such Note[s] or interests (the “Transfer”), to ___________________________ (the “Transferee”), as further specified in Annex A hereto. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVESIn connection with the Transfer, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES the Transferor hereby certifies that: [CHECK ALL THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.APPLY]

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning This Agreement shall be governed by and construed in accordance with the construction, validity, enforcement and interpretation laws of this Agreement the State of Illinois (except Section 15 which shall be governed by the laws of the State of Delaware) in accordance with choice of law provisions thereof, without regard reference to principles of conflicts conflict of laws. Each party Any suit, action or proceeding arising out of or relating to this Agreement against any of the parties hereto or any of the assets of any of such parties shall be brought in any courts located in DuPage County or in the U.S. District Court for the Northern District, Eastern Division of Illinois, and each of the parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of such courts over the state and federal courts sitting in King County, Washington, for the adjudication subject matter of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby of the parties hereto each irrevocably waives personal service of process and consents agrees not to process being served in raise any objection it might now or hereafter have to any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement 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 way such court including, without limitation, any right to serve process objection that the place where such court is located is an inconvenient forum or that there is any other suit, action or proceeding in any manner permitted by lawother place relating in whole or in part to the same subject matter. EACH PARTY HERETO HEREBY ABSOLUTELY, IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN OF ANY LEGAL PROCEEDING DIRECTLY CLAIM OR INDIRECTLY CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY HEREIN, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER BASED ON CONTRACTWITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. EACH OF THE PARTIES HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS PARAGRAPH AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY OTHER THEORYPROVISION HEREOF. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT SHALL APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENTANY SUBSEQUENT AMENDMENTS, ATTORNEYRENEWALS, REPRESENTATIVE SUPPLEMENTS OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK MODIFICATIONS TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONAGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning To the constructionmaximum extent permitted by applicable Law, validity, enforcement and interpretation the provisions of this Agreement Assignment shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to principles of conflicts conflict of laws, except with regard to issues relating to real property matters concerning the Royalty Interests, which shall be governed by the Laws of the applicable state in which the interests constituting the Royalty Interests are located, as applicable. Each party hereby irrevocably submits to the exclusive jurisdiction of the state Parties agrees that the transactions contemplated by the Contribution Agreement involve at least $100,000 and federal courts sitting that the Contribution Agreement and this Assignment have been entered into in King County, Washington, for express reliance upon 6 Del. C. § 2708. Each of the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, Parties irrevocably and hereby irrevocably waives, unconditionally confirms and agrees not to assert in any suit, action or proceeding, any claim (a) that it is not personally and shall continue to be subject to the jurisdiction of any such courtthe courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (b) (i) to the extent that such suit, action or proceeding Party is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal not otherwise subject to service of process in the State of Delaware, to appoint and consents maintain an agent in the State of Delaware as such Party’s agent for acceptance of legal process and notify the other Parties of the name and address of such agent, and (ii) to process being served in any such suitthe fullest extent permitted by Law, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process may also be made on such Party by prepaid certified mail with a proof of mailing receipt validated by the U.S. Postal Service constituting evidence of valid service, and notice thereof. Nothing contained herein shall be deemed that, to limit in any way any right to serve process in any manner the fullest extent permitted by lawapplicable Law, service made pursuant to (b)(i) or (ii) above shall have the same legal force and effect as if served upon such Party personally within the State of Delaware. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY (A) CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED IN THE STATE OF DELAWARE, INCLUDING THE DELAWARE COURT OF CHANCERY IN AND FOR NEW CASTLE COUNTY (THE “DELAWARE COURTS”) FOR ANY ACTIONS, SUITS, OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS ASSIGNMENT (AND AGREES NOT TO COMMENCE ANY LITIGATION RELATING THERETO EXCEPT IN SUCH COURTS), (B) WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUCH LITIGATION IN THE DELAWARE COURTS AND AGREES NOT TO PLEAD OR CLAIM IN ANY DELAWARE COURT THAT SUCH LITIGATION BROUGHT THEREIN HAS BEEN BROUGHT IN ANY INCONVENIENT FORUM AND (C) ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS ASSIGNMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OR RELATING TO THIS AGREEMENT ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. BY THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONASSIGNMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning (a) This Agreement, and any claim, suit, action or proceeding in any way arising out of or relating to this Agreement, the constructionnegotiation, validity, enforcement and interpretation execution or performance of this Agreement Agreement, or the transactions contemplated hereby (whether at law or in equity, and whether in contract or in tort or otherwise), shall be governed by and enforced pursuant to the laws Laws of the State of Delaware, without regard to principles or application of conflicts its rules with respect to conflict of laws. Each party hereby irrevocably submits agrees and consents to be subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware and any State of Delaware appellate court therefrom or, to the extent the Court of Chancery of the State of Delaware does not have subject matter jurisdiction or declines to accept personal jurisdiction over any party, any state or federal court within the State of Delaware and federal courts sitting any appellate court therefrom (collectively, the “Chosen Courts”) in King Countyany claim, Washingtonsuit, for action or proceeding described in the adjudication immediately preceding sentence of this Section 10.09(a) that is brought by any such party or its successors or assigns. Each party hereby irrevocably consents to the service of any dispute hereunder and all process in any such claim, suit, action or proceeding by the delivery of such process in the manner provided in Section 10.01. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit, claim or proceeding arising out of or relating to this Agreement, any other Transaction Document, the negotiation, execution or performance of this Agreement or any Transaction Document, or the transactions contemplated hereby (whether at law or in connection herewith or with any transaction contemplated hereby or discussed hereinequity, and whether in contract or in tort or otherwise) in the Chosen Courts and hereby further irrevocably waives, and unconditionally waives and agrees not to assert plead or claim in any Chosen Court that any such action, suit, claim or proceeding brought in any Chosen Court has been brought in an inconvenient forum. Each of the parties hereto hereby agrees that it will not bring or support, or permit any of its Affiliates to bring or support, any claim, suit, action or proceeding, cross-claim or third-party claim of any claim kind or description (whether at law or in equity, and whether in contract or in tort or otherwise) in any way relating to this Agreement, any other Transaction Document or any of the transactions contemplated by this Agreement or any other Transaction Document, in any forum other than the Chosen Courts, and that it is not personally subject the provisions of Section 10.09(b) relating to the jurisdiction waiver of jury trial shall apply to any such courtaction, cause of action, claim, cross-claim or third-party claim. The parties further agree that such any final and nonappealable judgment against any of them in any claim, suit, action or proceeding is brought described in an inconvenient forum the first sentence of this Section 10.09(a) shall be conclusive and may be enforced in any other jurisdiction within or that outside the venue United States by suit on judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement 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 way any right to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONjudgment.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the laws of the State of Delaware, without regard to principles of conflicts of lawsTHIS LETTER AGREEMENT AND ALL DISPUTES AND CONTROVERSIES ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE AND WITHOUT REFERENCE TO THE CHOICE-OF-LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF A DIFFERENT JURISDICTION. Each party hereby to this letter agreement irrevocably submits to the exclusive jurisdiction of (a)(i) the United States District Court for the Southern District of New York or (ii) if the United States District Court for the Southern District of New York does not have (and accept) jurisdiction over any Proceeding, any New York state and federal courts court sitting in King the County, WashingtonCity and State of New York and (b) in each case, for any appellate case therefrom (collectively, the adjudication “Chosen Courts”) in any Proceeding arising out of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed hereinrelating to this letter agreement, and hereby irrevocably agrees that all claims in respect of such Proceeding may be heard and determined in such Chosen Courts, and that it will not bring or support any such Proceeding other than in the Chosen Courts; provided, however, that to the extent permitted by Law, any final and unappealable judgment against any of them in any Proceeding contemplated above shall be conclusive and may be enforced in any other jurisdiction within or outside the United States by suit on the judgment, a certified copy of which shall be conclusive evidence of the fact and amount of such judgment. Each party to this letter agreement hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim the fullest extent that it is not personally subject to may effectively do so, the jurisdiction defense of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that to the venue maintenance of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement 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 way any right to serve process in any manner permitted by lawProceeding. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A THIS LETTER AGREEMENT WAIVES TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO COUNTERCLAIM BROUGHT BY ANY OF THEM AGAINST THE OTHER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT LETTER AGREEMENT, OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH OR THE ADMINISTRATION THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACTHEREIN OR THEREIN. NO PARTY TO THIS LETTER AGREEMENT SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, TORT PROCEEDING, COUNTERCLAIM OR ANY OTHER THEORYLITIGATION PROCEDURE BASED UPON, OR ARISING OUT OF, THIS LETTER AGREEMENT OR ANY RELATED INSTRUMENTS OR THE RELATIONSHIP BETWEEN THE PARTIES. THIS WAIVER OF RIGHTS NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH PROCEEDING IN WHICH A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO HAS BEEN WAIVED WITH ANY OTHER PROCEEDING IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWSBEEN WAIVED. EACH PARTY HERETO (A) TO THIS LETTER AGREEMENT CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON IT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT OR INSTRUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH ABOVE IN THIS SECTION.SECTION 6. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION 6 WILL NOT BE FULLY ENFORCED IN ALL INSTANCES. 115

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall This Warrant will be governed by and interpreted in accordance with the laws of the State of Delaware, Delaware without regard to the principles of conflicts conflict of laws. Each party hereby of the parties hereto irrevocably submits and consents to the exclusive jurisdiction of the state courts of the State of California located in Marin County and federal courts sitting in King County, Washington, the United States District Court for the adjudication Northern District of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in California for the purpose of any suit, action action, proceeding or proceeding, any claim that it is not personally subject judgment relating to or arising out of this Agreement and the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is impropertransactions contemplated hereby. Each party hereby hereto irrevocably waives personal service any objection to the laying of process and consents to process being served in venue of any such suit, action or proceeding by mailing a copy thereof to brought in such party at the address for courts and irrevocably waives any claim that any such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit suit, action or proceeding brought in any way any right to serve process such court has been brought in any manner permitted by lawan inconvenient forum. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WAIVES ANY RIGHT IT MAY HAVE TO REQUEST A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING LITIGATION WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACTAND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. Raptor Pharmaceuticals Corp. is executing this warrant as of [______], TORT OR ANY OTHER THEORY2008. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWSRAPTOR PHARMACEUTICALS CORP., a Delaware corporation By: Xxxxxxxxxxx Xxxxx, Ph.D., Chief Executive Officer SUBSCRIPTION FORM (To be executed only upon exercise of Warrant) TO: Raptor Pharmaceuticals Corp. Attention: Xxx Xxxxxxxxxx, CFO 0 Xxxxxxxxxx Xxxx., Xxxxx 000 Xxxxxx, Xxxxxxxxxx 00000 Phone: 000-000-0000 Fax: 000-000-0000 The undersigned, registered owner of this Warrant, irrevocably exercises this Warrant and purchases ____________ of the number of shares of Common Stock, $0.001 par value, of Raptor Pharmaceuticals Corp., a Delaware corporation, purchasable with this Warrant, and herewith makes payment therefor, all at the price and on the terms and conditions specified in this Warrant. EACH PARTY HERETO DATED: ______________ (ASignature of Registered Owner) CERTIFIES THAT NO AGENT(Street Address) (City) (State) (Zip) This subscription is accompanied by a certified check or bank draft payable to or to the order of the Company for the whole amount of the purchase price of the Warrant Shares. Payment may be made by wire transfer. Wiring instructions: Bank of Marin Contact: Xxxxx Xxxxxxx 0000 Xxxxx Xxx Novato, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.CA 94947 000.000.0000 FAX 000.000.0000 ABA #000000000 Money Market Account number is: 05-508080 For the Account of Raptor Pharmaceutical Inc.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning (a) This Agreement, and any claim, suit, action or proceeding in any way arising out of or relating to this Agreement, the constructionnegotiation, validity, enforcement and interpretation execution or performance of this Agreement, or the transactions contemplated by this Agreement (whether in law or in equity, and whether in contract or in tort or otherwise), shall be governed by and enforced pursuant to the laws of the State of Delaware, without regard to principles its rules of conflicts conflict of lawslaws notwithstanding. Each party Party hereby irrevocably submits agrees and consents to be subject to the exclusive jurisdiction of the state and federal courts sitting in King CountyCourt of Chancery of the State of Delaware, WashingtonNew Castle Country, or, if the Court of Chancery of the State of Delaware lacks jurisdiction, the United States District Court for the adjudication District of any dispute hereunder or Delaware located in connection herewith or with any transaction contemplated hereby or discussed hereinWilmington, and hereby irrevocably waivesDelaware, and agrees not to assert or, if such United States District Court lacks jurisdiction, in the Superior Court of the State of Delaware, in any suit, action or proceeding, any claim that it is not personally subject proceeding described in the immediately preceding sentence of this Section 10.08(a). Each Party hereby irrevocably consents to the jurisdiction service of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of and all process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof the delivery of such process to such party Party at the address for such notices and in the manner provided in Section 10.01. Each of the Parties hereto irrevocably and unconditionally waives any objection to it under the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated by this Agreement in (i) the Court of Chancery of the State of Delaware, New Castle County or (ii) the United States District Court for the District of Delaware located in Wilmington, Delaware, or, (iii) the Superior Court of the State of Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such service shall constitute good and sufficient service of process and notice thereofaction, suit or proceeding brought in any such court has been brought in an inconvenient forum. Nothing contained herein A final judgment in any such action shall be deemed conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Notwithstanding anything herein to limit the contrary, the parties hereto agree that any claim, controversy or dispute of any kind or nature (whether based upon contract, tort or otherwise) asserted against a Debt Financing Source or its Affiliates, members, managers, partners, officers, directors, employees, agents or other representatives that is in any way related to this Agreement or any right of the transactions contemplated by this Agreement, including but not limited to serve process any dispute arising out of or relating in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVESway to the Debt Financing or the Debt Commitment Letter shall be governed by, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWand construed in accordance with, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACTthe laws of the State of New York (except as expressly specified otherwise in the Debt Commitment Letter, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONthe commitment relating to any alternative financing being used in accordance with this Agreement or in any definitive document related to such financing to which such Debt Financing Source is a party).

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed under the laws of the State of Delaware, Texas without regard to the choice of law principles of conflicts of lawsthereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in King County, Washington, the State of Texas located in Xxxxxx County for the adjudication of any dispute hereunder or in connection herewith or therewith or with any transaction contemplated hereby or discussed hereinthereby, and hereby irrevocably waives, and agrees not to assert in waives any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, objection that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement 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 way any right to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND UNCONDITIONALLY WAIVES ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWSHEREBY. EACH PARTY HERETO TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (AI) CERTIFIES THAT NO AGENTREPRESENTATIVE, ATTORNEY, REPRESENTATIVE AGENT OR ATTORNEY OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS AGREEMENT AND HAS HAD AN OPPORTUNITY TO SEEK SEPARATE COUNSEL OF ITS OWN CHOICE TO REVIEW THIS AGREEMENT, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (BIV) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSECTION 3.2.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by by, and construed in accordance with, the laws of the State of Delaware, without regard to regardless of the laws that might otherwise govern under applicable principles of conflicts of lawslaws thereof. Each party hereby In any action between any of the parties arising out of or relating to this Agreement or any of the Contemplated Transactions, each of the parties: (a) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the state Court of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts sitting have exclusive jurisdiction over the matter, in King County, Washington, for which case each of the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, parties irrevocably and hereby irrevocably waives, unconditionally consents and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject submits to the jurisdiction of the United States District Court for the District of Delaware); (b) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (c) agrees that it will not bring any such courtaction in any court other than the Court of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case each of the parties agrees that it will not bring such suitaction in any court other than the United States District Court for the District of Delaware). Service of any process, action summons, notice or proceeding is brought document to any party’s address and in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal manner set forth in Section 7.5 shall be effective service of process and consents to process being served in for any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement 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 way any right to serve process in any manner permitted by lawaction. EACH PARTY HERETO ACKNOWLEDGES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY ACTION ARISING OUT OF OR INDIRECTLY RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWSTRANSACTIONS. EACH PARTY HERETO ACKNOWLEDGES, AGREES AND CERTIFIES THAT: (Ai) CERTIFIES THAT NO AGENTREPRESENTATIVE, ATTORNEY, REPRESENTATIVE AGENT OR ATTORNEY OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER PARTY WOULD, IN THE EVENT OF LITIGATION, SEEK TO PREVENT OR DELAY ENFORCEMENT OF SUCH WAIVER; (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER; (iii) IT MAKES SUCH WAIVER VOLUNTARILY; AND (Biv) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSECTION 7.12.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the constructionTHE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, validity, enforcement and interpretation of this Agreement shall be governed by the laws of the State of Delaware, without regard to principles of conflicts of lawsTHE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in King County, Washington, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Any legal suit, action or proceeding is brought arising out of or based upon this Indenture or the transactions contemplated hereby may be instituted in an inconvenient forum the federal courts of the United States of America located in the County of New York or that the venue courts of the State of New York in each case located in the County of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served courts in any such suit, action or proceeding proceeding. Service of any process, summons, notice or document by mailing a copy thereof mail (to the extent allowed under any applicable statute or rule of court) to such party at the party’s address for such notices to it under this Agreement and agrees that such service set forth above shall constitute good and sufficient be effective service of process and notice thereof. Nothing contained herein shall be deemed to limit for any suit, action or other proceeding brought in any way such court. The Co-Issuers, the Trustee, the Collateral Agent and the Holders (by their acceptance of the Notes) each hereby irrevocably and unconditionally waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waives and agrees not to plead or claim any such suit, action or other proceeding has been brought in an inconvenient forum. The Co-Issuers, the Trustee, the Collateral Agent and the Holders (by their acceptance of the Notes) each hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to serve process trial by jury in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVESlegal proceeding arising out of or relating to this Indenture, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONthe Notes or the transactions contemplated hereby or thereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the constructionTHE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, validity, enforcement and interpretation of this Agreement shall be governed by the laws of the State of Delaware, without regard to principles of conflicts of lawsTHIS NOTE AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in King County, Washington, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Any legal suit, action or proceeding is brought arising out of or based upon this Indenture or the transactions contemplated hereby may be instituted in an inconvenient forum the federal courts of the United States of America located in the City of New York or that the venue courts of the State of New York in each case located in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served courts in any such suit, action or proceeding proceeding. Service of any process, summons, notice or document by mailing a copy thereof mail (to the extent allowed under any applicable statute or rule of court) to such party at the party’s address for such notices to it under this Agreement and agrees that such service set forth above shall constitute good and sufficient be effective service of process and notice thereof. Nothing contained herein shall be deemed to limit for any suit, action or other proceeding brought in any way such court. The Company, the Trustee and the Holders (by their acceptance of the Notes) each hereby irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim any such suit, action or other proceeding has been brought in an inconvenient forum. The Company, the Trustee and the Holders (by their acceptance of the Notes) each hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to serve process trial by jury in any manner permitted legal proceeding arising out of or relating to this Indenture, the Notes or the transactions contemplated hereby or thereby. The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: American Airlines, Inc. 0 Xxxxxxx Xxxxx Xxxx Xxxxx, XX 00000 Attention: Treasurer EXHIBIT A Assignment Form To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to: ____________________________________________ (Insert assignee’s legal name) ______________________________________________________________________________ (Insert assignee’s soc. sec. or tax I.D. no.) ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ (Print or type assignee’s name, address and zip code) and irrevocably appoint __________________________________________________________ to transfer this Note on the books of the Company. The agent may substitute another to act for him. Date: _______________ Your Signature: ____________________________ (Sign exactly as your name appears on the face of this Note) Signature Guarantee*: _____________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). EXHIBIT A Option of Holder to Elect Purchase If you want to elect to have this Note purchased by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVESthe Company pursuant to Section 4.10 or 4.16 of the Indenture, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.check the appropriate box below:

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning This Agreement and, unless explicitly provided otherwise therein, each of the constructionother Operative Documents, validityincluding the validity hereof and thereof and the rights and obligations of the parties hereunder and thereunder, enforcement and interpretation of this Agreement all amendments and supplements hereof and thereof and all waivers and consents hereunder and thereunder, shall be construed in accordance with and governed by the domestic substantive laws of the State of New York without giving effect to any choice of law or conflicts of law provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction. Each of the Issuers, to the extent that it may lawfully do so, hereby consents to service of process, and to be sued, in the State of New York and consents to the jurisdiction of the courts of the State of New York and the United States District Court for the Southern District of New York, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, for the purpose of any suit, action or other proceeding arising out of any of its obligations hereunder or thereunder or with respect to the transactions contemplated hereby or thereby, and expressly waives any and all objections it may have as to venue in any such courts. Each of the Issuers further agrees that a summons and complaint commencing an action or proceeding in any of such courts shall be properly served and shall confer personal jurisdiction if served personally or by certified mail to it at its address referred to in Section 23 or as otherwise provided under the laws of the State 77 of DelawareNew York. Notwithstanding the foregoing, without regard to principles of conflicts of laws. Each party hereby irrevocably submits to the exclusive jurisdiction each of the state and federal courts sitting Issuers agrees that nothing contained in King County, Washington, for this Section 27 shall preclude the adjudication institution of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or other proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement 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 way any right to serve process in any manner permitted by lawjurisdiction other than the State of New York. EACH PARTY HERETO HEREBY OF THE ISSUERS IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY WAIVES ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL SUIT, ACTION OR OTHER PROCEEDING DIRECTLY INSTITUTED BY OR INDIRECTLY RELATING TO THIS AGREEMENT AGAINST IT IN RESPECT OF ITS OBLIGATIONS HEREUNDER OR THEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONTHEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the constructionTHE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, validity, enforcement and interpretation of this Agreement shall be governed by the laws of the State of Delaware, without regard to principles of conflicts of lawsTHIS NOTE AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in King County, Washington, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Any legal suit, action or proceeding is brought arising out of or based upon this Indenture or the transactions contemplated hereby may be instituted in an inconvenient forum the federal courts of the United States of America located in the City of New York or that the venue courts of the State of New York in each case located in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served courts in any such suit, action or proceeding proceeding. Service of any process, summons, notice or document by mailing a copy thereof mail (to the extent allowed under any applicable statute or rule of court) to such party at the party’s address for such notices to it under this Agreement and agrees that such service set forth above shall constitute good and sufficient be effective service of process and notice thereof. Nothing contained herein shall be deemed to limit for any suit, action or other proceeding brought in any way such court. The Company, the Trustee and the Holders (by their acceptance of the Notes) each hereby irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim any such suit, action or other proceeding has been brought in an inconvenient forum. The Company, the Trustee and the Holders (by their acceptance of the Notes) each hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to serve process trial by jury in any manner permitted by lawlegal proceeding arising out of or relating to this Indenture, the Notes or the transactions contemplated hereby or thereby. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVESThe Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: American Airlines, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWInc. EXHIBIT A 0 Xxxxxxx Xxxxx Xxxx Xxxxx, ANY RIGHT IT MAY HAVE TO XX 00000 Attention: Treasurer EXHIBIT A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACTASSIGNMENT FORM To assign this Note, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.fill in the form below:

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed in accordance with the laws Laws of the State of DelawareNew York applicable to contracts made and performed entirely within such state, without regard to principles of any applicable conflicts of laws. Each party hereby irrevocably submits law principles that would cause the application of the Laws of another jurisdiction, except to the exclusive jurisdiction extent governed by the 1940 Act, in which case the latter shall control. The Parties hereto agree that any Proceeding brought by any Party to enforce any provision of, or based on any matter arising out of the state and federal courts sitting in King County, Washington, for the adjudication of any dispute hereunder or in connection herewith with, this Agreement or with any transaction the transactions contemplated hereby shall be brought in the state courts in New York County, New York, or discussed hereinif jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the Southern District of New York, and hereby irrevocably waivesthe appellate courts to which orders and judgments therefore may be appealed (collectively, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject the “Acceptable Courts”). Each of the Parties hereto submits to the jurisdiction of any Acceptable Court in any Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby, and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such courtProceeding. Each Party hereto irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any Proceeding in any such suit, action Acceptable Court or proceeding is that any such Proceeding brought in any such Acceptable Court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement 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 way any right to serve process in any manner permitted by lawforum. 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 EACH SUCH PARTY HEREBY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY ARISING OUT OF OR INDIRECTLY RELATING TO THIS AGREEMENT OR AND THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACTHEREBY. Each Party hereto (a) certifies that no representative of any other Party has represented, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO expressly or otherwise, that such other Party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver, (Ab) CERTIFIES THAT NO AGENTcertifies that it makes this waiver voluntarily and (c) acknowledges that it and the other Parties hereto have been induced to enter into this Agreement, ATTORNEYby, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTEDamong other things, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONthe mutual waiver and certifications in this Section 11(a).

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning THIS AGREEMENT, AND ALL CLAIMS OR CAUSES OF ACTION BASED UPON, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF LAWS OF ANOTHER JURISDICTION. Any claim, action, suit, assessment, arbitration or proceeding (an “Action”) based upon, arising out of or related to this Agreement, or the constructiontransactions contemplated hereby, validity, enforcement and interpretation of this Agreement shall be governed by brought in the laws Court of Chancery of the State of Delaware (or, to the extent such court does not have subject matter jurisdiction, the Superior Court of the State of Delaware), without regard to principles or, if it has or can acquire jurisdiction, in the United States District Court for the District of conflicts Delaware, and each of laws. Each party hereby the parties irrevocably submits to the exclusive jurisdiction of each such court in any such Action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the state Action shall be heard and federal courts sitting determined only in King County, Washington, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waivessuch court, and agrees not to assert bring any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such other court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing herein contained herein shall be deemed to limit in affect the right of any way any right party to serve process in any manner permitted by law, or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 14. EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND UNCONDITIONALLY WAIVES ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. BY THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWSAGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (AI) CERTIFIES THAT NO AGENTREPRESENTATIVE, ATTORNEY, REPRESENTATIVE AGENT OR ATTORNEY OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (BIV) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSECTION 14.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning This Agreement, including the constructionvalidity hereof and the rights and obligations of the parties hereunder, validity, enforcement and interpretation of this Agreement shall be governed by by, and construed in accordance with, the internal laws (as opposed to the conflicts of law provisions, but including sections 5-1401 and 5-1402 of the general obligations law of the State of Delaware, without regard to principles New York) and decisions of conflicts the State of lawsNew York. Each party hereto hereby irrevocably submits to the exclusive nonexclusive jurisdiction of the state and federal courts any New York or Federal court sitting in King Countythe City of New York, Washington, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in New York over any suit, action or proceedingproceeding arising out of or relating to this Agreement and waives, to the fullest extent permitted or not prohibited by law, any claim that objection which it is not personally subject may now or hereafter have to the jurisdiction laying of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing brought in such a copy thereof to court and any claim that any such party at the address for suit, action or proceeding brought in such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit a court has been brought in any way any right to serve process in any manner permitted by lawan inconvenient forum. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS). EACH PARTY HERETO (A) CERTIFIES THAT NO AGENTREPRESENTATIVE, ATTORNEY, REPRESENTATIVE AGENT OR ATTORNEY OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSECTION 19.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed in accordance with the laws Laws of the State of DelawareMaryland applicable to contracts made and performed entirely within such state, without regard to principles of any applicable conflicts of laws. Each party hereby irrevocably submits law principles that would cause the application of the Laws of another jurisdiction, except to the exclusive jurisdiction extent governed by the Investment Company Act, in which case the Investment Company Act shall control. The parties hereto agree that any Proceeding brought by any party to enforce any provision of, or based on any matter arising out of the state and federal courts sitting in King County, Washington, for the adjudication of any dispute hereunder or in connection herewith with, this Agreement or with the Transactions shall be brought in the Circuit Court for Baltimore City, Maryland, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Maryland, Northern Division and the appellate courts to which orders and judgments therefore may be appealed (collectively, the “Acceptable Courts”). In any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or such judicial proceeding, each of the parties further consents to the assignment of any claim that it is not personally subject proceeding in the Circuit Court for Baltimore City, Maryland to the Business and Technology Case Management Program pursuant to Maryland Rule 16-205 (or any successor thereof). Each of the parties hereto submits to the jurisdiction of any Acceptable Court in any Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the Transactions and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such courtProceeding. Each party hereto irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any Proceeding in any such suit, action Acceptable Court or proceeding is that any such Proceeding brought in any such Acceptable Court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement 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 way any right to serve process in any manner permitted by lawforum. 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 EACH SUCH PARTY HEREBY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY ARISING OUT OF OR INDIRECTLY RELATING TO THIS AGREEMENT OR AND THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACTHEREBY. Each party hereto (a) certifies that no representative of any other party has represented, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO expressly or otherwise, that such other party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver, (Ab) CERTIFIES THAT NO AGENTcertifies that it makes this waiver voluntarily and (c) acknowledges that it and the other parties to this Agreement have been induced to enter into this Agreement, ATTORNEYby, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTEDamong other things, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONthe mutual waiver and certifications in this Section 11.6.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning (a) This Agreement, and any claim, suit, action or proceeding in any way arising out of or relating to this Agreement, the constructionnegotiation, validity, enforcement and interpretation execution or performance of this Agreement Agreement, or the transactions contemplated hereby (whether at law or in equity, and whether in contract or in tort or otherwise), shall be governed by and enforced pursuant to the laws Laws of the State of Delaware, without regard to principles its rules of conflicts conflict of lawslaws notwithstanding, and so far as applicable, the merger provisions of the DGCL. Each party hereby irrevocably submits agrees and consents to be subject to the exclusive jurisdiction of the state United States District Court located in the State of Delaware and federal courts sitting the Court of Chancery of the State of Delaware located in King CountyWilmington, Washington, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert Delaware in any suit, action or proceeding, any claim that it is not personally subject to proceeding described in the jurisdiction immediately preceding sentence of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improperthis Section 9.08(a). Each party hereby irrevocably waives personal consents to the service of any and all process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof the delivery of such process to such party at the address for such notices and in the manner provided in Section 9.01. Each of the parties hereto irrevocably and unconditionally waives any objection to it under the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (i) the United States District Court located in the State of Delaware or (ii) the Court of Chancery of the State of Delaware located in Wilmington, Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such service shall constitute good and sufficient service action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each of process and notice thereof. Nothing contained herein shall be deemed to limit the parties hereto hereby agrees that it will not bring or support any action, cause of action, claim, cross-claim or Third Party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, in any way relating to this Agreement or any right to serve process of the transactions contemplated by this Agreement, in any manner permitted forum other than the United States District Court located in the State of Delaware or the Court of Chancery of the State of Delaware located in Wilmington, Delaware, and that the provisions of Section 9.08(b) relating to the waiver of jury trial shall apply to any such action, cause of action, claim, cross-claim or Third Party claim. Without in any way limiting any waiver or limitation of Financing Source liability or any other provision relating to the Financing Sources and notwithstanding anything herein to the contrary, each of the parties hereto agrees that it will not bring or support or permit any of its Affiliates to bring or support any action, cause of action, claim, cross-claim or Third Party claim of any kind or description, whether in Law or in equity, whether in contract or in tort or otherwise, against the Financing Sources and their respective current, former or future directors, officers, general or limited partners, stockholders, members, managers, controlling persons, Affiliates, employees, agents or other representatives in any way relating to this Agreement or any of the transactions contemplated by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVESthis Agreement, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWincluding any dispute arising out of or relating in any way to the Debt Financing or the performance thereof, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACTin any forum other than the Supreme Court of the State of New York, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO County of New York, or, if under applicable Law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONand the appellate courts thereof).

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by by, interpreted under, and construed and enforced in accordance with, the laws of the State of Delaware, without regard giving effect to principles any choice or conflict of conflicts laws provision or rule (whether of lawsthe State of Delaware or of any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Each party All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in the Delaware Court of Chancery, or if the Delaware Court of Chancery lacks jurisdiction of the subject matter, the United States Xxxxxxxx Xxxxx for the District of Delaware, or if both the Delaware Court of Chancery and the United States District Court for the District of Delaware lack jurisdiction of the subject matter, any court of competent jurisdiction sitting in the State of Delaware. Consistent with the preceding sentence, each of the Parties hereby irrevocably (a) submits to the exclusive jurisdiction of the state and federal above-named courts sitting in King County, Washington, for the adjudication purpose of any dispute hereunder Action arising out of or in connection herewith or with relating to this Agreement brought by any transaction contemplated hereby or discussed herein, Party and hereby (b) irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any suit, action or proceedingsuch Action, any claim that it is not subject personally subject to the jurisdiction of any such courtthe above-named courts, that such suit, action or proceeding the Action is brought in an inconvenient forum or forum, that the venue of such suit, action or proceeding the Action is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under that this Agreement and agrees that such service shall constitute good and sufficient service or the transactions contemplated by this Agreement may not be enforced in or by any of process and notice thereofthe above-named courts. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED NOT PROHIBITED BY APPLICABLE LAWLAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES WAIVES AND COVENANTS THAT IT NOT WILL ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL FORUM IN RESPECT OF ANY ISSUE, ACTION, CLAIM, CAUSE OF ACTION, SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY HEREBY, IN EACH CASE WHETHER BASED ON CONTRACT, TORT NOW EXISTING OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWSHEREAFTER ARISING. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND HAS BEEN INFORMED BY THE OTHER PARTY THAT THIS SECTION 12.11 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THE PARTIES HERETO HAVE BEEN INDUCED TO ENTER ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT BY, AMONG AND ANY OTHER THINGS, AGREEMENTS RELATING HERETO OR CONTEMPLATED HEREBY. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 12.11 WITH ANY COURT AS WRITTEN EVIDENCE OF THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONCONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning This Agreement and, unless explicitly provided otherwise therein, each of the constructionother Operative Documents, validityincluding the validity hereof and thereof and the rights and obligations of the parties hereunder and thereunder, enforcement and interpretation of this Agreement all amendments and supplements hereof and thereof and all waivers and consents hereunder and thereunder, shall be construed in accordance with and governed by the domestic substantive laws of the State of Illinois without giving effect to any choice of law or conflicts of law provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction. The Company, to the extent that it may lawfully do so, hereby consents to service of process, and to be sued, in the State of Illinois and consents to the jurisdiction of the courts of the State of Illinois and the United States District Court for the Northern District of Illinois, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, for the purpose of any suit, action or other proceeding arising out of any of its obligations hereunder or thereunder or with respect to the transactions contemplated hereby or thereby, and expressly waives any and all objections it may have as to venue in any such courts. The Company further agrees that a summons and complaint commencing an action or proceeding in any of such courts shall be properly served and shall confer personal jurisdiction if served personally or by certified mail to it at its address set forth in section 19 or as otherwise provided under the laws of the State of DelawareIllinois. Notwithstanding the foregoing, without regard to principles of conflicts of laws. Each party hereby irrevocably submits to the exclusive jurisdiction each of the state and federal courts sitting Company agrees that nothing contained in King County, Washington, for this section 24 shall preclude the adjudication institution of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or other proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement 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 way any right to serve process in any manner permitted by lawjurisdiction other than the State of Illinois. EACH PARTY HERETO HEREBY THE COMPANY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY WAIVES ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL SUIT, ACTION OR OTHER PROCEEDING DIRECTLY INSTITUTED BY OR INDIRECTLY RELATING TO THIS AGREEMENT AGAINST IT IN RESPECT OF ITS OBLIGATIONS HEREUNDER OR THEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONTHEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed in accordance with the laws Laws of the State of DelawareMaryland applicable to contracts made and performed entirely within such state, without regard to principles of any applicable conflicts of laws. Each party hereby irrevocably submits law principles that would cause the application of the Laws of another jurisdiction, except to the exclusive jurisdiction extent governed by the Investment Company Act, in which case the Investment Company Act shall control. The parties hereto agree that any Proceeding brought by any party to enforce any provision of, or based on any matter arising out of the state and federal courts sitting in King County, Washington, for the adjudication of any dispute hereunder or in connection herewith with, this Agreement or with the Transactions shall be brought in the Circuit Court for Baltimore City, Maryland, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Maryland, Northern Division and the appellate courts to which orders and judgments therefore may be appealed (collectively, the “Acceptable Courts”). In any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or such judicial proceeding, each of the parties further consents to the assignment of any claim that it is not personally subject proceeding in the Circuit Court for Baltimore City, Maryland to the Business and Technology Case Management Program pursuant to Maryland Rule 16-205 (or any successor thereof). Each of the parties hereto submits to the jurisdiction of any Acceptable Court in any Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the Transactions and hereby irrevocably waives the benefit of jurisdiction derived from present or future domicile or otherwise in such courtProceeding. Each party hereto irrevocably waives, to the fullest extent permitted by Law, any objection that it may now or hereafter have to the laying of the venue of any Proceeding in any such suit, action Acceptable Court or proceeding is that any such Proceeding brought in any such Acceptable Court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement 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 way any right to serve process in any manner permitted by lawforum. 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 EACH SUCH PARTY HEREBY IRREVOCABLY WAIVES, AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY ARISING OUT OF OR INDIRECTLY RELATING TO THIS AGREEMENT OR AND THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACTHEREBY. Each party hereto (a) certifies that no representative of any other party has represented, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO expressly or otherwise, that such other party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver, (Ab) CERTIFIES THAT NO AGENTcertifies that it makes this waiver voluntarily and (c) acknowledges that it and the other parties hereto have been induced to enter into this Agreement, ATTORNEYby, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTEDamong other things, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONthe mutual waiver and certifications in this Section 11.6.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning THIS SUPPLEMENTAL INDENTURE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL INDENTURE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Company irrevocably consents and agrees, for the constructionbenefit of the Holders from time to time of the Securities and the Trustee, validitythat any legal action, enforcement and interpretation suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Agreement shall Supplemental Indenture may be governed by brought in the laws courts of the State of DelawareNew York or the courts of the United States located in the Borough of Manhattan, without regard New York City, New York and, until amounts due and to principles become due in respect of conflicts of laws. Each party the Securities have been paid, hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. The Company irrevocably and unconditionally waives, to the state and federal courts sitting in King Countyfullest extent permitted by law, Washington, for any objection which it may now or hereafter have to the adjudication laying of venue of any dispute hereunder of the aforesaid actions, suits or proceedings arising out of or in connection herewith with this Supplemental Indenture brought in the courts of the State of New York or with any transaction contemplated hereby or discussed hereinthe courts of the United States located in the Borough of Manhattan, New York City, New York and hereby further irrevocably waives, and unconditionally waives and agrees not to assert plead or claim in any suit, action or proceeding, any claim such court that it is not personally subject to the jurisdiction of any such courtaction, that such suit, action suit or proceeding is brought in any such court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement 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 way any right to serve process in any manner permitted by lawforum. EACH PARTY HERETO OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY ARISING OUT OF OR INDIRECTLY RELATING TO THIS AGREEMENT SUPPLEMENTAL INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONHEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning (a) THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE GOVERNED BY, INTERPRETED AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION OR WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Each of the construction, validity, enforcement and interpretation of parties to this Agreement shall be governed by hereby irrevocably and unconditionally submits, for itself and its property, to the laws exclusive jurisdiction of the Court of Chancery of the State of Delaware, without regard to principles of conflicts of laws. Each party hereby irrevocably submits to or, if (and only if) such court finds it lacks subject matter jurisdiction, the exclusive jurisdiction Superior Court of the state and State of Delaware (Complex Commercial Division) or, if subject matter jurisdiction over the matter that is the subject of the action or proceeding is vested exclusively in the federal courts of the United States of America, the federal court of the United States of America sitting in King Countythe District of Delaware (collectively, Washingtonthe “Chosen Courts”), for and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the adjudication of any dispute hereunder or agreements delivered in connection herewith or with any transaction the transactions contemplated hereby or discussed hereinthereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably waives, and unconditionally (i) agrees not to assert in commence any suit, such action or proceedingproceeding except in the Chosen Courts and any appellate court from any thereof, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in the Chosen Courts and any appellate court from any thereof, (iii) waives, to the fullest extent it may legally and effectively do so, any claim objection that it is not personally subject may now or hereafter have to the jurisdiction or laying of venue of any such court, that such suit, action or proceeding is brought in the Chosen Courts and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum or that to the venue maintenance of such suit, action or proceeding is improperin the Chosen Courts. Each of the parties hereto 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 hereby to this Agreement irrevocably waives personal consents to service of process and consents to process being served inside or outside the territorial jurisdiction of the Chosen Courts in any such suit, action or proceeding by mailing a copy thereof to such party at the address manner provided for such notices to it under in Section 11.4. Nothing in this Agreement and agrees that such service shall constitute good and sufficient service will affect the right of process and notice thereof. Nothing contained herein shall be deemed any party to limit in any way any right this Agreement to serve process in any other manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONLaw.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by by, interpreted under, and construed and enforced in accordance with, the laws Laws of the State of Delaware, without regard giving effect to principles any choice or conflict of conflicts laws provision or rule (whether of lawsthe State of Delaware or of any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. Each party All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court sitting in the state of Delaware. Consistent with the preceding sentence, each of the Parties hereby irrevocably (a) submits to the exclusive jurisdiction of any federal or state court sitting in the state and federal courts sitting in King County, Washington, of Delaware for the adjudication purpose of any dispute hereunder Action arising out of or in connection herewith or with relating to this Agreement brought by any transaction contemplated hereby or discussed herein, Party and hereby (b) irrevocably waives, and agrees not to assert by way of motion, defense, or otherwise, in any suit, action or proceedingsuch Action, any claim that it is not subject personally subject to the jurisdiction of any such courtthe above-named courts, that such suit, action or proceeding the Action is brought in an inconvenient forum or forum, that the venue of such suit, action or proceeding the Action is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under that this Agreement and agrees that such service shall constitute good and sufficient service or the transactions contemplated by this Agreement may not be enforced in or by any of process and notice thereofthe above-named courts. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED NOT PROHIBITED BY APPLICABLE LAWLAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL FORUM IN RESPECT OF ANY ISSUE, ACTION, CLAIM, CAUSE OF ACTION, SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY HEREBY, IN EACH CASE WHETHER BASED ON CONTRACT, TORT NOW EXISTING OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWSHEREAFTER ARISING. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND HAS BEEN INFORMED BY THE OTHER PARTY THAT THIS SECTION 11.11 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THE PARTIES HERETO HAVE BEEN INDUCED TO ENTER ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT BY, AMONG AND ANY OTHER THINGS, AGREEMENTS RELATING HERETO OR CONTEMPLATED HEREBY. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 11.11 WITH ANY COURT AS WRITTEN EVIDENCE OF THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONCONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the constructionTHE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, validity, enforcement and interpretation of this Agreement shall be governed by the laws of the State of Delaware, without regard to principles of conflicts of lawsTHIS NOTE AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in King County, Washington, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Any legal suit, action or proceeding is brought arising out of or based upon this Indenture or the transactions contemplated hereby may be instituted in an inconvenient forum the federal courts of the United States of America located in the City of New York or that the venue courts of the State of New York in each case located in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served courts in any such suit, action or proceeding proceeding. Service of any process, summons, notice or document by mailing a copy thereof mail (to the extent allowed under any applicable statute or rule of court) to such party at the party’s address for such notices to it under this Agreement and agrees that such service set forth above shall constitute good and sufficient be effective service of process and notice thereof. Nothing contained herein shall be deemed to limit for any suit, action or other proceeding brought in any way such court. The Company, the Trustee and the Holders (by their acceptance of the Notes) each hereby irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim any such suit, action or other proceeding has been brought in an inconvenient forum. The Company, the Trustee and the Holders (by their acceptance of the Notes) each hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to serve process trial by jury in any manner permitted by lawlegal proceeding arising out of or relating to this Indenture, the Notes or the transactions contemplated hereby or thereby. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVESThe Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: Global Crossing Airlines Group Inc. Bldg. 5A, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWMiami Int’l Airport, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT4th Floor 0000 XX 00xx Xxxxxx, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENTXxxxx, ATTORNEYXX, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED00000 Attention: Chief Financial Officer Email: xxxx.xxxxxx@xxxxxxxxxx.xxx Assignment Form To assign this Note, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.fill in the form below:

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning This Agreement and, ---------------------------------------------------- unless explicitly provided otherwise therein, each of the constructionother Operative Documents, validityincluding the validity hereof and thereof and the rights and obligations of the parties hereunder and thereunder, enforcement and interpretation of this Agreement all amendments and supplements hereof and thereof and all waivers and consents hereunder and thereunder, shall be construed in accordance with and governed by the domestic substantive laws of the State of New York without giving effect to any choice of law or conflicts of law provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction. Each Company and each holder of any Securities, to the extent that it may lawfully do so, hereby consents to service of process, and to be sued, in the State of New York and consents to the jurisdiction of the courts of the State of New York and the United States District Court for the Southern District of New York, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, for the purpose of any suit, action or other proceeding arising out of any of its obligations hereunder or thereunder or with respect to the transactions contemplated hereby or thereby, and expressly waives any and all objections it may have as to venue in any such courts. Each Company and each holder of any Securities further agrees that a summons and complaint commencing an action or proceeding in any of such courts shall be properly served and shall confer personal jurisdiction if served personally or by certified mail to it at its address set forth in section 23 or as otherwise provided under the laws of the State of DelawareNew York. Notwithstanding the foregoing, without regard to principles of conflicts of laws. Each party hereby irrevocably submits to the exclusive jurisdiction of the state each Company and federal courts sitting in King County, Washington, for the adjudication each holder of any dispute hereunder or Securities agrees that nothing contained in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to this section 27 shall preclude the jurisdiction institution of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or other proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement 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 way any right to serve process in any manner permitted by lawjurisdiction other than The State of New York. EACH PARTY HERETO HEREBY COMPANY AND EACH HOLDER OF ANY SECURITIES IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY WAIVES ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL SUIT, ACTION OR OTHER PROCEEDING DIRECTLY INSTITUTED BY OR INDIRECTLY RELATING TO THIS AGREEMENT AGAINST IT IN RESPECT OF ITS OBLIGATIONS HEREUNDER OR THEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONTHEREBY.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, Delaware without regard reference to principles of the conflicts of lawslaw principles thereof to the extent such principles would require or permit the application of laws of another jurisdiction. Each party hereby The parties hereto irrevocably submits submit to the exclusive jurisdiction of the state and Delaware Court of Chancery (or, if the Delaware Court of Chancery shall be unavailable, any other court of the State of Delaware or, in the case of claims to which the federal courts have exclusive subject matter jurisdiction, any federal court of the United States of America sitting in King County, Washington, for the adjudication State of Delaware) in any dispute hereunder action arising out of or in connection herewith or with any transaction contemplated hereby or discussed hereinrelating to this Agreement, and hereby irrevocably waivesagree that all claims in respect of such action may and shall be heard and determined in such state or federal court. The parties hereto irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding and agrees not any rights they may have to assert in any suit, transfer or change venue of such action or proceeding. The parties hereto further agree, any claim that it is not personally subject to the jurisdiction of any such courtfullest extent permitted by law, that such suit, judgment against any of them in any action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process contemplated above shall be conclusive and consents to process being served may be enforced in any such suit, action other jurisdiction within or proceeding outside the United States of America by mailing a copy thereof to such party at suit on the address for such notices to it under this Agreement 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 way any right to serve process in any manner permitted by lawjudgment. EACH OF THE PARTIES ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND UNCONDITIONALLY WAIVES ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORYHEREBY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT NO AGENTREPRESENTATIVE, ATTORNEY, REPRESENTATIVE AGENT OR ATTORNEY OF ANY OTHER PERSON PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER NOT, IN THE EVENT OF LITIGATION, AND SEEK TO ENFORCE THE FOREGOING WAIVER, (B) ACKNOWLEDGES THAT IT EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE OTHER PARTIES HERETO HAVE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONSECTION 6.11.

Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning THIS RESTATED SUPPLEMENTAL INDENTURE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS RESTATED SUPPLEMENTAL INDENTURE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. Each of the constructionCompany and Novelion irrevocably consents and agrees, validityfor the benefit of Holders from time to time and the Trustee, enforcement and interpretation that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Agreement shall Restated Supplemental Indenture may be governed by brought in the laws courts of the State of DelawareNew York or the courts of the United States located in the Borough of Manhattan, without regard New York City, New York and, until amounts due and to principles become due in respect of conflicts of laws. Each party the Securities have been paid, hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues. Each of the state Company and federal courts sitting in King CountyNovelion irrevocably and unconditionally waives, Washingtonto the fullest extent permitted by applicable law, for any objection which it may now or hereafter have to the adjudication laying of venue of any dispute hereunder of the aforesaid actions, suits or proceedings arising out of or in connection herewith with this Restated Supplemental Indenture brought in the courts of the State of New York or with any transaction contemplated hereby or discussed hereinthe courts of the United States located in the Borough of Manhattan, New York City, New York and hereby further irrevocably waives, and unconditionally waives and agrees not to assert plead or claim in any suit, action or proceeding, any claim such court that it is not personally subject to the jurisdiction of any such courtaction, that such suit, action suit or proceeding is brought in any such court has been brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement 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 way any right to serve process in any manner permitted by lawforum. EACH PARTY HERETO OF THE PARTIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY ARISING OUT OF OR INDIRECTLY RELATING TO THIS AGREEMENT RESTATED SUPPLEMENTAL INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY. THIS WAIVER OF RIGHTS TO A JURY TRIAL AND EXCLUSIVE FORUM PROVISION DO NOT APPLY TO CLAIMS MADE UNDER THE FEDERAL AND STATE SECURITIES LAWS. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTIONHEREBY.