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

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the law of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), (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 proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the law laws of the State of DelawareNew York, regardless without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In addition, each of the parties hereto irrevocably agrees that might otherwise govern under applicable principles any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of conflicts any judgment in respect of lawsthis Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined in the Supreme Court of the State of New York, County of New York or the United States Federal District Court sitting for the Southern District of New York. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, 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 Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines aforesaid courts and agrees that it will not bring any action relating to accept jurisdiction over a particular matter, this Agreement or any other state court of the State transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of Delaware or the United States District Court for the District of Delaware)parties hereto hereby irrevocably waives, and any appellate court from any thereofagrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating with respect to this Agreement or the negotiationAgreement, execution or performance of this Agreement (including i) any claim or cause that it is not personally subject to the jurisdiction of action based upon, arising out of or related the above named courts for any reason other than the failure to any representation or warranty made serve in or in connection accordance with this AgreementSection 6.08(a), (ii) any claim that it or for recognition its property is exempt or enforcement of any judgment, and agrees that all claims in respect immune from the jurisdiction of any such action court or proceeding shall be heard and determined from any legal process commenced in such Delaware Court courts (whether through service of Chancery (ornotice, only if the Delaware Court attachment prior to judgment, attachment in aid of Chancery declines to accept jurisdiction over a particular matter, any other state court execution of the State of Delaware or the United States District Court for the District of Delaware), (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 proceeding arising out of or relating to this Agreement or the negotiationjudgment, execution of judgment or performance of this Agreement otherwise) and (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 Agreementiii) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by Lawthe applicable law, any claim that (A) the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court and is brought in an inconvenient forum, (dB) agrees that a final judgment in any the venue of such suit, action or proceeding shall be conclusive and is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by Lawsuch courts. Each Party irrevocably consents of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address respective addresses set forth in Section 12.3. Nothing 6.02 shall be effective service of process for any suit or proceeding in connection with this Section 12.9 shall affect Agreement or the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9transactions contemplated hereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the law Laws of the State of DelawareMaryland applicable to contracts made and performed entirely within such state, regardless without regard to any applicable conflicts of law principles that would cause the application of the laws that might otherwise govern under applicable principles Laws of conflicts of laws. Each of the parties hereto hereby irrevocably and unconditionally another jurisdiction, except (a) submits, for itself and its property, to the exclusive jurisdiction of extent governed by the Investment Company Act, in which case the Investment Company Act shall control and (b) Merger 2A is governed by the Delaware Statutory Trust Act. The parties hereto agree that any Proceeding brought by any party to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the Transactions shall be brought in the Circuit Court of Chancery (orfor Baltimore City, only Maryland, or if the Delaware Court of Chancery declines to accept jurisdiction over a particular matterthe matter is vested exclusively in federal courts, any other state court of the State of Delaware or the United States District Court for the District of DelawareMaryland, Northern Division and the appellate courts to which orders and judgments therefore may be appealed (collectively, the “Acceptable Courts”). In any such judicial proceeding, each of the parties further consents to the assignment of any 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 appellate court from successor thereof). Each of the parties hereto submits to the jurisdiction of any thereof, Acceptable Court in any action Proceeding seeking to enforce any provision of, or proceeding based on any matter arising out of or relating to in connection with, this Agreement or the negotiation, execution Transactions and hereby irrevocably waives the benefit of jurisdiction derived from present or performance of this Agreement (including any claim future domicile or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined otherwise in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), (b) Proceeding. Each party hereto irrevocably waives, to the fullest extent it may legally and effectively do sopermitted by Law, any objection which that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding Proceeding in any such court and (d) agrees Acceptable Court or that a final judgment any such Proceeding brought in any such suit, action or proceeding shall be conclusive and may be enforced Acceptable Court has been brought in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIALan inconvenient forum. 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 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 WITH RESPECT TO IN ANY ACTION DIRECTLY OR INDIRECTLY LEGAL PROCEEDING ARISING OUT OF, UNDER OF OR IN CONNECTION WITH RELATING TO THIS AGREEMENT OR AND THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO Each party hereto (Aa) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTEDcertifies that no representative of any other party has represented, EXPRESSLY OR OTHERWISEexpressly or otherwise, THAT SUCH OTHER PARTY WOULD NOTthat such other party would not, IN THE EVENT OF ANY ACTIONin the event of any action, SEEK TO ENFORCE THAT FOREGOING WAIVER AND suit or proceeding, seek to enforce the foregoing waiver, (Bb) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BYcertifies 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, AMONG OTHER THINGSby, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.9among other things, the mutual waiver and certifications in this Section 11.6.

Governing Law; Jurisdiction; Waiver of Jury Trial. This AgreementAgreement shall be governed by, and all claims construed in accordance with, the laws of the State of Delaware (without giving effect to its choice of law principles). Subject to Section 7(e), for purposes of any legal action, suit or causes of action proceeding (whether in contract, tort or otherwisean “Proceeding”) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the law of the State of DelawareAgreement or any transaction contemplated hereby, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. Each each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, irrevocably submits to the exclusive jurisdiction and venue of the Delaware Chancery Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or (provided, that if, and only after, such courts determine that they lack subject matter jurisdiction over any Proceeding, such Proceeding shall be brought in the federal courts of the United States District Court for the District of Delaware), and any appellate court from any thereof, located in any action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware(and in any court in which appeal from such courts may be taken), (b) waivesagrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth in Section 7(a) shall be effective service of process for any Proceeding with respect to any matters to which it has submitted to jurisdiction in this Section 7(f), (c) waives and covenants not to assert or plead, by way of motion, as a defense or otherwise, in any such Proceeding, any claim that it is not subject personally to the fullest extent it may legally and effectively do sojurisdiction of such court, any objection which it may now or hereafter have to that the laying of Proceeding is brought in an inconvenient forum, that the venue of any suit, action the Proceeding is improper or proceeding arising out of or relating to that this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made subject matter hereof may not be enforced in or in connection with this Agreement) in the Delaware Court by such court, and hereby agrees not to challenge such jurisdiction or venue by reason of Chancery any offsets or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding counterclaims in any such court Proceeding, and (d) waives any bond, surety or other security that might be required of any other party with respect thereto. Each party hereto agrees that a final judgment in any such suit, action or proceeding Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawlaw or in equity. The parties hereto hereby knowingly, voluntarily and intentionally waive the right any may have to a trial by jury in respect to any litigation based hereon, or arising out of, under, or in connection with this Agreement and any agreement contemplated to be executed in connection herewith, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party in connection with such agreements, in each case whether now existing or hereafter arising and whether sounding in tort or contract or otherwise. Each Party irrevocably consents party hereto acknowledges that it has been informed by the other parties hereto that this Section 7(f) constitutes a material inducement upon which they are relying and will rely in entering into this Agreement. Any party hereto may file an original counterpart or a copy of this Section 7(f) with any court as written evidence of the consent of each such party to the service waiver of the summons and complaint and any other process in any other Proceeding relating its right to the transactions contemplated trial by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9jury.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the law laws of the State of Delaware, regardless Delaware (except to the extent that mandatory provisions of the laws that might otherwise govern under applicable principles of conflicts of lawsfederal law are applicable). Each of the parties hereto Parties hereby irrevocably and unconditionally (a) submits, for itself and its property, consents to submit to the exclusive jurisdiction of in the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or any court of the United States District Court for located in the District State of Delaware), and for any appellate court from any thereofaction, proceeding or investigation in any action court or proceeding before any governmental authority (“Litigation”) arising out of or relating to this Agreement or and the negotiation, execution or performance transactions contemplated hereby. Each of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgmentthe Parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such Litigation, the defense of sovereign immunity, any claim that all claims it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in respect accordance with this Section 10.7, that it or its property is exempt or immune from jurisdiction of any such action court or proceeding shall be heard and determined from any legal process commenced in such Delaware Court courts (whether through service of Chancery (ornotice, only if the Delaware Court attachment prior to judgment, attachment in aid of Chancery declines to accept jurisdiction over a particular matterexecution of judgment, any other state court execution of the State of Delaware judgment or the United States District Court for the District of Delawareotherwise), (b) waives, and to the fullest extent it may legally and effectively do sopermitted by applicable law, that the Litigation in any objection which it may now or hereafter have to such court is brought in an inconvenient forum, that the laying of venue of any suitsuch Litigation is improper, action or proceeding arising out of or relating to that this Agreement Agreement, or the negotiationsubject matter hereof, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made may not be enforced in or in connection with this Agreement) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) by such courts and further irrevocably waives, to the fullest extent permitted by Lawapplicable law, the benefit of any defense that would hinder, fxxxxx or delay the levy, execution or collection of an inconvenient forum any amount to which the party is entitled pursuant to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9court having jurisdiction.

Governing Law; Jurisdiction; Waiver of Jury Trial. This AgreementAgreement and its negotiation, execution, performance or non-performance, interpretation, termination, construction and all claims or causes of action (whether in contract, tort in tort, at law or otherwise) that may be based upon, arise out of of, or relate to this Agreement Agreement, or the negotiation, execution or performance of this Agreement transactions contemplated hereby (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter this Agreement) ), shall be exclusively governed by by, and construed in accordance with with, the law Laws of the State of Delaware, Delaware regardless of the laws Laws that might otherwise govern under any applicable principles conflict of conflicts of lawsLaws principles. Each of the parties hereto hereby irrevocably and unconditionally (a) submitsAny Proceeding based upon, for itself arising out of, or related to this Agreement and its propertynegotiation, to execution, performance, non-performance, interpretation, termination, construction or the exclusive jurisdiction of transactions contemplated hereby shall be heard and determined in the Delaware Court of Chancery (in the City of Wilmington, New Castle County, Delaware or, only if in the Delaware Court of Chancery declines to accept jurisdiction over a particular matterevent such court lacks subject matter jurisdiction, any other state court of the State of Delaware or the United States District Court for the District of Delaware)sitting in Wilmington, and any appellate court from any thereofDelaware or, in the event such federal district court lacks subject matter jurisdiction, then in the Superior Court in the City of Wilmington, New Castle County, Delaware. The parties hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any action such Proceeding and irrevocably and unconditionally waive the defense of an inconvenient forum, or proceeding lack of jurisdiction to the maintenance of any such Proceeding. The consents to jurisdiction and venue set forth herein shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 18 and shall not be deemed to confer rights on any Person other than the parties. Each party agrees that the service of process upon such party in any Proceeding arising out of or relating to this Agreement or shall be effective if notice is given by overnight courier at the negotiationaddress set forth in Section 18(b). Each of the parties also agrees that any final, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or non-appealable judgment against a party in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), (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 proceeding Proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and binding on such party and that such award or judgment may be enforced in other jurisdictions by suit on the judgment any court of competent jurisdiction, either within or in any other manner provided by Law. Each Party irrevocably consents to the service outside of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, United States. A certified or its property, by personal delivery of copies exemplified copy of such process to award or judgment shall be conclusive evidence of the fact and amount of such Party at the applicable address set forth in Section 12.3award or judgment. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE LAW, THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL BY JURY WITH RESPECT TO OF ANY ACTION DIRECTLY PROCEEDING (WHETHER IN CONTRACT, IN TORT, AT LAW OR INDIRECTLY OTHERWISE) BASED UPON, ARISING OUT OF, UNDER OR IN CONNECTION WITH RELATED TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. 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 AGREEMENT, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THE PARTIES ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. THE PARTIES FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTIONLITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.9COURT.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the law domestic laws of the State of Delaware, regardless Delaware without giving effect to any choice or conflict of the laws that might otherwise govern under applicable principles of conflicts of laws. Each of the parties hereto hereby irrevocably and unconditionally law provision or rule (a) submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court whether of the State of Delaware or any other jurisdiction) that would cause the United States District Court for application of the District substantive laws of any jurisdiction other than the State of Delaware), and . Each party hereto submits to the jurisdiction of any appellate state or federal court from any thereofsitting in the State of Delaware, in any action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such the action or proceeding shall may be heard and determined in any such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines court. Each party also agrees not to accept jurisdiction over a particular matter, bring any other state court of the State of Delaware or the United States District Court for the District of Delaware), (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 proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by Law, the court. Each party hereto waives any defense of an inconvenient forum to the maintenance of such any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Any party may make service on any other party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 9 above. Nothing in this Section 13, however, shall affect the right of any party to bring any action or proceeding arising out of or relating to this Agreement in any such other court and (d) or to serve legal process in any other manner permitted by law or at equity. Each party agrees that a final judgment in any such suit, action or proceeding so brought shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, law or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIALequity. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH IN ANY SUIT, ACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST SUCH PARTY IN RESPECT TO ANY ACTION DIRECTLY OF ITS, HIS OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT HER OBLIGATIONS HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and all claims any action, suit or causes of action (whether in contract, tort or otherwise) that may be based upon, arise other Legal Proceeding arising out of or relate relating to this Agreement or the negotiation, execution or performance of this Agreement (including the enforcement of any claim provision of this Agreement), any of the Contemplated Transactions or cause the legal relationship of action based upon, arising out of or related the Parties with respect to any representation or warranty made in the Contemplated Transactions (whether at law or in connection with this Agreement) equity, whether in contract or in tort or otherwise), shall be governed by by, and construed and interpreted in accordance with with, the law laws of the State of Delaware, regardless of the choice of laws that might otherwise govern under applicable principles of conflicts the State of lawsDelaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. Each In any action between any of the parties hereto hereby Parties arising out of or relating to this Agreement, any of the Contemplated Transactions or the legal relationship of the Parties with respect to the Contemplated Transactions (whether at law or in equity, whether in contract or in tort or otherwise), each of the Parties: (i) irrevocably and unconditionally (a) submits, for itself consents and its property, submits to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement ; (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and ii) agrees that all claims in respect of it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (iii) agrees that it will not bring any such action or proceeding shall be heard and determined in such Delaware any court other than the Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware), (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 . Service of any suitprocess, action summons, notice or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related document to any representation or warranty made in or in connection with this Agreement) Party’s address and in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 8.6 shall affect the right be effective service of process for any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9such action.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and all claims any action, suit or causes of action (whether in contract, tort or otherwise) that may be based upon, arise other Legal Proceeding arising out of or relate relating to this Agreement (including the enforcement of any provision of this Agreement), any of the transactions contemplated by this Agreement or the negotiation, execution or performance legal relationship of this Agreement the parties (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in whether at law or in connection with this Agreement) equity, whether in contract or in tort or otherwise), shall be governed by by, and construed and interpreted in accordance with with, the law laws of the State of Delaware, regardless of the choice of laws that might otherwise govern under applicable principles of conflicts the State of lawsDelaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. Each In any action between any of the parties hereto hereby arising out of or relating to this Agreement, any of the transactions contemplated by this Agreement or the legal relationship of the parties (whether at law or in equity, whether in contract or in tort or otherwise), each of the parties: (i) irrevocably and unconditionally (a) submits, for itself consents and its property, submits to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement ; (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and ii) agrees that all claims in respect of it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (iii) agrees that it will not bring any such action or proceeding shall be heard and determined in such Delaware any court other than the Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or in and for New Castle County, Delaware (unless the federal courts have exclusive jurisdiction over the matter, in which case the United States District Court for the District of Delaware), (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 . Service of any suitprocess, action summons, notice or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related document to any representation or warranty made in or in connection with this Agreement) party’s address and in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 8.6 shall affect the right be effective service of process for any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9such action.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement(a) All disputes, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise controversies arising out of or relate relating to this Agreement Agreement, or the negotiation, execution validity or performance of this Agreement (including any claim Agreement, or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) the transactions contemplated hereby shall be governed by and construed in accordance with the law laws of the State of Delaware, regardless Delaware without regard to its rules of the laws that might otherwise govern under applicable principles of conflicts conflict of laws. Each of the parties hereto Target, Parent and Merger Sub hereby irrevocably and unconditionally (a) submits, for itself and its property, consents to submit to the sole and exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of in the State of Delaware or and any court of appeal therefrom or, if under applicable law exclusive jurisdiction is vested in the federal courts, any court of the United States District Court located in the State of Delaware (the “Chosen Courts”) for the District of Delaware), and any appellate court from any thereof, in any action or proceeding litigation arising out of or relating to this Agreement Agreement, or the negotiation, execution validity or performance of this Agreement Agreement, or the transactions contemplated hereby (including and agrees not to commence any claim or cause of action based upon, arising out of or related to any representation or warranty made litigation relating thereto except in or in connection with this Agreementsuch courts), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), (b) waives, to the fullest extent it may legally and effectively do so, waives any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) such litigation in the Delaware Court of Chancery Chosen Courts and agrees not to plead or claim in any other state court Chosen Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties hereto agrees, (i) to the extent such party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware or as such party’s agent for acceptance of legal process and (ii) that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States District Court Postal Service constituting evidence of valid service. Service made pursuant to (i) or (ii) above shall have the same legal force and effect as if served upon such party personally within the State of Delaware. For purposes of implementing the parties’ agreement to appoint and maintain an agent for service of process in the District State of Delaware, (c) waiveseach of Parent and Merger Sub does hereby appoint The Corporation Trust Company, to Corporation Trust Center, 0000 Xxxxxx Xxxxxx, xx xxx Xxxx xx Xxxxxxxxxx, Xxxxxx of Xxx Xxxxxx, Xxxxx xx Xxxxxxxx 00000, as such agent. The parties hereto agree that irreparable damage would occur in the fullest extent permitted by Law, event that any of the defense provisions of an inconvenient forum to this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding parties shall be conclusive entitled to an injunction or injunctions to prevent breaches of this Agreement and may be enforced to enforce specifically the terms and provisions hereof in the Chosen Courts, this being in addition to any other jurisdictions by suit on the judgment remedy to which they are entitled at law or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9equity.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise arising out of of, or relate related to this Agreement or the negotiationtransactions contemplated hereby, execution shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to principles or performance rules of this Agreement (including any claim conflict of laws to the extent such principles or cause rules would require or permit the application of Laws of another jurisdiction. Any action based upon, arising out of or related to any representation this Agreement or warranty made the transactions contemplated hereby may be brought in or in connection with this Agreement) shall be governed by and construed in accordance with the law of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware or, if such court does not have jurisdiction, the Delaware state courts located in Wilmington, Delaware), , and any appellate each of the parties irrevocably submits to the exclusive jurisdiction of each such court from any thereof, in any such action, waives any objection it may now or hereafter have to personal jurisdiction, venue or convenience of forum, agrees that all claims in respect of the action or proceeding shall be heard and determined only in any such court, and agrees not to bring any action arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), (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 proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or transactions contemplated hereby in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding court. Nothing herein contained shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents deemed to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party party to serve legal process in any other manner permitted by LawLaw 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 paragraph. WAIVER OF JURY TRIALThe prevailing party in any such action (as determined by a court of competent jurisdiction) shall be entitled to be reimbursed by the non-prevailing party for its reasonable expenses, including reasonable attorneys’ fees, incurred with respect to such Action. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO IN ANY ACTION DIRECTLY OR INDIRECTLY BASED UPON, ARISING OUT OF, UNDER OF OR IN CONNECTION WITH RELATED TO THIS SPONSOR AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the law Laws of the State of DelawareMaryland applicable to contracts made and performed entirely within such state, regardless without regard to any applicable conflicts of law principles that would cause the application of the laws that might otherwise govern under applicable principles Laws of conflicts of lawsanother jurisdiction, except to the extent governed by the Investment Company Act, in which case the latter shall control. Each Notwithstanding the foregoing, each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, agrees that any interpretation of any commitment letters or fee letters related to the exclusive jurisdiction of Debt Financing and all matters relating thereto, shall be governed and construed in accordance with the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court domestic laws of the State of Delaware New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of New York. The parties hereto agree that any Proceeding brought by any party 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 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 Delaware)Maryland, and the appellate courts to which orders and judgments therefore may be appealed (collectively, the “Acceptable Courts”). In any appellate court from such judicial proceeding, each of the parties further consents to the assignment of any 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 action Proceeding seeking to enforce any provision of, or proceeding based on any matter arising out of or relating to in connection with, this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgmenttransactions contemplated hereby, and agrees that all claims in respect hereby irrevocably waives the benefit of any such action jurisdiction derived from present or proceeding shall be heard and determined future domicile or otherwise in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), (b) Proceeding. Each party hereto irrevocably waives, to the fullest extent it may legally and effectively do sopermitted by Law, any objection which that it may now or hereafter have to the laying of the venue of any suitProceeding in any such Acceptable Court or that any such Proceeding brought in any such Acceptable Court has been brought in an inconvenient forum. Notwithstanding anything to the contrary in this Agreement, action each of the parties hereto agrees that it will not bring or proceeding 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 or 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 this Agreement the Debt Financing or the negotiationperformance thereof, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or in any forum other state court than the Supreme Court of the State of Delaware or New York, 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 Delaware, New York (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIALappellate courts thereof). 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 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 WITH RESPECT TO IN ANY ACTION DIRECTLY OR INDIRECTLY LEGAL PROCEEDING ARISING OUT OF, UNDER OF OR IN CONNECTION WITH RELATING TO THIS AGREEMENT OR AND THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN EACH CASE INCLUDING ANY LEGAL PROCEEDING AGAINST ANY FINANCING SOURCE ARISING OUT OF OR RELATED TO THE EVENT OF ANY ACTIONTRANSACTIONS CONTEMPLATED HEREBY OR THE DEBT FINANCING. Each party hereto (a) certifies that no Representative of any other party has represented, SEEK TO ENFORCE THAT FOREGOING WAIVER AND expressly or otherwise, that such other party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver, (Bb) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BYcertifies that it makes this waiver voluntarily and (c) acknowledges that it and the other parties hereto have been induced to enter into this Agreement, AMONG OTHER THINGSby, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.9among other things, the mutual waiver and certifications in this Section 9.8.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the law laws of the State of Delaware, regardless its rules of conflict of laws notwithstanding. Each party hereby agrees and consents to be subject to the jurisdiction of the laws that might otherwise govern under applicable principles Court of conflicts Chancery of lawsthe State of Delaware in and for New Castle County, or if the Court of Chancery denies or lacks jurisdiction over such dispute, in any federal court having jurisdiction over the matter situated in New Castle County, Delaware, or, if both the Delaware Court of Chancery and the federal courts within the State of Delaware decline to accept jurisdiction over such particular dispute, any other appropriate state court within the State of Delaware, and, in each case, any appellate court therefrom, in any Action 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. Each party hereby irrevocably consents to the service of any and all process in any such Action by the delivery of such process to such party at the address and in the manner provided in Section 10.1 hereof. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), (b) waives, to the fullest extent it may legally and effectively do so, waives any objection which it may now or hereafter have to the laying of venue of any suitaction, action suit or proceeding arising out of or relating to this Agreement or the negotiationtransactions contemplated hereby in the Court of Chancery of the State of Delaware in and for New Castle County, execution or performance if the Court of this Agreement (including Chancery lacks jurisdiction over such dispute, in any claim or cause of action based uponfederal court having jurisdiction over the matter situated in New Castle County, arising out of or related to any representation or warranty made in or in connection with this Agreement) in Delaware, or, if both the Delaware Court of Chancery or in any other state court of and the federal courts within the State of Delaware or decline to accept jurisdiction over such particular dispute, any other appropriate state court within the United States District Court for the District State of Delaware, (c) waivesand, in each case, any appellate court therefrom, and hereby further irrevocably and unconditionally waives and agrees not to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action plead or proceeding claim in any such court and (d) agrees that a final judgment any such action, suit or proceeding brought in any such suit, action or proceeding shall be conclusive and may be enforced court has been brought in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9an inconvenient forum.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and all claims any Legal Action or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, controversy arising out of or related to any representation or warranty made in or in connection with this Agreement) relating hereto, shall be governed by by, and construed in accordance with with, the law Laws of the State of Delaware, regardless without regard to choice or conflict of the laws that might otherwise govern under applicable law principles of conflicts of lawsthereof. Each of the parties hereto hereby to this Agreement irrevocably and unconditionally (a) submits, for itself and its property, submits to the exclusive personal jurisdiction of the Delaware Court of Chancery of the State of Delaware (or, only if the Delaware Court of Chancery such court declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), and any appellate court from any thereof, then in any action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), (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 proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, or if jurisdiction is not then available in the United States District Court for the District of Delaware (cbut only in such event), then in any Delaware state court sitting in New Castle County) waivesand any appellate court from any of such courts (the “Chosen Courts”), (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such Chosen Court, (iii) agrees that any Legal Actions arising in connection with or relating to this Agreement or the fullest extent permitted by Lawtransactions contemplated hereby shall be brought, tried and determined only in the defense Chosen Courts, (iv) waives any claim of improper venue or any claim that the Chosen Courts are an inconvenient forum and (v) agrees that it will not bring any Legal Action relating to this Agreement or the transactions contemplated hereby in any court other than the Chosen Courts. Each party to this Agreement hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Legal Action arising out of or relating to this Agreement or the transactions contemplated hereby: (A) any claim that such party is not personally subject to the maintenance jurisdiction of the Chosen Courts as described herein for any reason; (B) that it or its property is exempt or immune from jurisdiction of any such action Chosen Court or proceeding from any legal process commenced in such courts (whether through service of process, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise); and (C) that (x) the Legal Action in any such court and is brought in an inconvenient forum, (dy) agrees that a final judgment in any the venue of such suitLegal Action is improper or (z) this Agreement, action or proceeding shall be conclusive and the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIALChosen Courts. 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 IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH IN RESPECT TO OF ANY LEGAL ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OFOF OR RELATING TO THIS AGREEMENT, UNDER OR THE OTHER DOCUMENTS AND AGREEMENTS DELIVERED IN CONNECTION WITH THIS AGREEMENT HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY OR THEREBY OR THE LEGAL ACTIONS OF PARENT, MERGER SUB, STOCKHOLDER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF. EACH PARTY HERETO TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF ANY A LEGAL ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE OTHER PARTIES HERETO HAVE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.95.5.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the law laws of the State of Delaware, regardless 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 the laws that might otherwise govern under applicable principles of conflicts any jurisdiction other than the State of lawsDelaware. Each In addition, each of the parties hereto hereby irrevocably agrees that any legal action or proceeding with respect to this Agreement and unconditionally (a) submitsthe rights and obligations arising hereunder, or for itself recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its propertysuccessors or assigns, to the exclusive jurisdiction of shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state or federal court of within the State of Delaware or the United States District Court for the District of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and any appellate court from any thereofagrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating with respect to this Agreement or the negotiationAgreement, execution or performance of this Agreement (including i) any claim or cause that it is not personally subject to the jurisdiction of action based upon, arising out of or related the above named courts for any reason other than the failure to any representation or warranty made serve in or in connection accordance with this Agreement)Section 5.6, (ii) any claim that it or for recognition its property is exempt or enforcement of any judgment, and agrees that all claims in respect immune from the jurisdiction of any such action court or proceeding shall be heard and determined from any legal process commenced in such Delaware Court courts (whether through service of Chancery (ornotice, only if the Delaware Court attachment prior to judgment, attachment in aid of Chancery declines to accept jurisdiction over a particular matter, any other state court execution of the State of Delaware or the United States District Court for the District of Delaware), (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 proceeding arising out of or relating to this Agreement or the negotiationjudgment, execution of judgment or performance of this Agreement otherwise) and (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 Agreementiii) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by the applicable Law, any claim that (x) the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court and is brought in an inconvenient forum, (dy) agrees that a final judgment in any the venue of such suit, action or proceeding shall be conclusive and is improper or (z) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9courts.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the law domestic laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of Delaware without giving effect to any conflicts of laws. Each laws or choice of the parties hereto hereby irrevocably and unconditionally law provision or rule (a) submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court whether of the State of Delaware or any other jurisdiction) that would compel the United States District Court for application of the District substantive laws of any jurisdiction other than the State of Delaware), and . Each party hereto submits to the jurisdiction of any appellate state or federal court from any thereofsitting in the State of Delaware, in any action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such the action or proceeding shall may be heard and determined in any such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines court. Each party also agrees not to accept jurisdiction over a particular matter, bring any other state court of the State of Delaware or the United States District Court for the District of Delaware), (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 proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by Law, the court. Each party hereto waives any defense of an inconvenient forum to the maintenance of such any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Any party may make service on any other party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 10(i) above. Nothing in this Section 10(j), however, shall affect the right of any party to bring any action or proceeding arising out of or relating to this Agreement in any such other court and (d) or to serve legal process in any other manner permitted by law or at equity. Each party agrees that a final judgment in any such suit, action or proceeding so brought shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, law or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIALequity. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH IN ANY SUIT, ACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST SUCH PARTY IN RESPECT TO ANY ACTION DIRECTLY OF ITS OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT HIS OBLIGATIONS HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This AgreementAgreement shall be construed and enforced in accordance with, and all claims or causes the rights of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) Parties shall be governed by and construed in accordance with by, the law of the State of DelawareNew York, regardless without giving effect to the conflict of the laws that might otherwise govern under applicable principles of conflicts of lawsthereof. Each of the parties hereto Parties irrevocably agrees that any legal action, suit or proceeding arising out of or relating to this Agreement brought by any Party or its successors or assigns shall be brought and determined in any federal or state court in the Borough of Manhattan in the State of New York, and, in the event the Company becomes the subject of any bankruptcy cases under chapter 11 of title 11 of the United States Code, the presiding bankruptcy court, and each of the Parties hereby irrevocably and unconditionally (a) submits, for itself and its property, submits to the exclusive jurisdiction of the Delaware Court of Chancery (oraforesaid courts for itself and with respect to its property, only if the Delaware Court of Chancery declines generally and unconditionally, with regard to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), and any appellate court from any thereof, in any action or such proceeding arising out of or relating to this Agreement or the negotiationTransaction. Each of the Parties agrees not to commence any proceeding relating hereto or thereto except in the courts described above, execution or performance other than proceedings in any court of this Agreement (including any claim or cause of action based upon, arising out of or related competent jurisdiction to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of enforce any judgment, decree or award rendered by any such court as described herein. Each of the Parties further agrees that notice as provided herein shall constitute sufficient service of process and the Parties further waive any argument that such service is insufficient. Each of the Parties hereby irrevocably and unconditionally waives, and agrees that all claims not to assert, by way of motion or as a defense, counterclaim or otherwise, in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), (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 proceeding arising out of or relating to this Agreement or the negotiationTransaction, (i) any claim that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or performance of this Agreement otherwise) and (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 Agreementiii) in that (A) the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and is brought in an inconvenient forum, (dB) agrees that a final judgment in any the venue of such suitproceeding is improper or (C) this Agreement, action or proceeding shall be conclusive and the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9courts.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, the rights and all claims or causes duties of action the parties hereto, and any disputes (whether in contract, tort or otherwisestatute) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in of, under or in connection with this Agreement) shall Agreement will be governed by and construed and enforced in accordance with the law laws of the State of Delaware, regardless without giving effect to any principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the laws that might otherwise govern under applicable principles of conflicts of lawsanother jurisdiction. Each of the The parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, submit to the exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware or, if such court does not have jurisdiction, the Delaware state courts located in Wilmington, Delaware), and any appellate court from any thereof, in any action arising out of or relating to this Agreement. The parties hereto irrevocably agree that all such claims shall be heard and determined in such a Delaware federal or state court, and that such jurisdiction of such courts with respect thereto will be exclusive. Each party hereto hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding arising out of or relating to this Agreement that it is not subject to such jurisdiction, or that such action, suit or proceeding may not be brought or is not maintainable in such courts or that the negotiation, execution venue thereof may not be appropriate or performance of that this Agreement (including may not be enforced in or by such courts. The parties hereto hereby consent to and grant any claim such court jurisdiction over the person of such parties and over the subject matter of any such dispute. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law or cause 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 paragraph. To the extent not prohibited by applicable law that cannot be waived, each of action the parties hereto irrevocably waives any right it may have to trial by jury in respect of any litigation based uponon, arising out of or related to any representation or warranty made in of, under or in connection with this Agreement), including but not limited to any course of conduct, course of dealing, verbal or for recognition written statement or enforcement action of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), (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 proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9party hereto.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the law applicable laws of the State of Delaware, regardless without giving effect to any choice of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the applicable laws that might otherwise govern under applicable principles of conflicts any jurisdiction other than the State of lawsDelaware to be applied. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for consents to submit itself and its property, to the exclusive personal jurisdiction of the Delaware Court of Chancery Chancery, or in the event (or, but only if in the event) that the Delaware Court of Chancery declines to accept does not have subject matter jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), and any appellate court from any thereof, in any such legal action or proceeding arising out of or relating to this Agreement or the negotiationproceeding, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), (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 proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or in any other state court of the State of Delaware or 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 for the District of Delaware also does not have subject matter jurisdiction over such legal action or proceeding, any Delaware state court sitting in New Castle County, in connection with any matter based upon or arising out of this Agreement or the actions of the parties hereof, (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 action relating to this Agreement in any court other than the courts of the State of Delaware, as described above. Each of the parties hereto hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth in Annex II shall be effective service of process for any suit or proceeding in connection with this Agreement. Each party to this Agreement hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, 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 process in accordance with this Section 10.1, that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable law, that the suit, action or proceeding in any such court is brought in an inconvenient forum, that the venue of such suit, action or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by Lawapplicable law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of an inconvenient forum any amount to which a party hereto is entitled pursuant to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in of any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawcourt having jurisdiction. Each Party irrevocably consents party hereto expressly acknowledges that the foregoing waiver is intended to be irrevocable under the service laws of the summons State of Delaware and complaint of the United States of America; provided, that each such party’s consent to jurisdiction and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing service contained in this Section 12.9 10.1 is solely for the purpose referred to in this Section 10.1 and shall affect not be deemed to be a general submission to said courts or in the right State of any Party to serve legal process in any Delaware other manner permitted by Law. WAIVER OF JURY TRIALthan for such purpose. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BYPROCEEDING, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.9.CLAIM OR COUNTERCLAIM

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This AgreementAgreement shall be construed and enforced in accordance with, and all claims the rights of the Parties shall be governed by, the laws of the State of Georgia, without giving effect to the conflict of laws principles thereof. Each of the Parties irrevocably agrees that any legal action, suit, or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, proceeding arising out of or related relating to this Agreement brought by any representation Party or warranty made in its successors or in connection with this Agreement) assigns shall be governed by brought and construed determined in accordance with any federal court in the law Northern District of Georgia or state court in Bartow County, Georgia (the “Georgia Courts”), and each of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. Each of the parties hereto Parties hereby irrevocably and unconditionally (a) submits, for itself and its property, submits to the exclusive jurisdiction of the Delaware Court Georgia Courts for itself and with respect to its property, generally and unconditionally, with regard to any such proceeding arising out of Chancery (oror relating to this Agreement and the Restructuring. Each of the Parties agrees not to commence any proceeding relating hereto or to the Restructuring except in the Georgia Courts, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, other than proceedings in any other state court of competent jurisdiction to enforce any judgment, decree, or award rendered by any Georgia Court. Each of the State Parties further acknowledges and agrees that notice as provided in Section 25 hereof shall constitute sufficient service of Delaware or process and the United States District Court for Parties further waive the District of Delaware), right to personal service and any appellate court from any thereofargument that such service is insufficient. Each of the Parties hereby irrevocably and unconditionally waives and agrees not to assert by way of motion or as a defense, counterclaim or otherwise, in any action legal action, suit, or proceeding arising out of or relating to this Agreement or the negotiationRestructuring, execution or performance of this Agreement (including i) any claim that it is not personally subject to the jurisdiction of the Georgia Courts as described herein for any reason, (ii) that it or cause of action based upon, arising out of its property is exempt or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect immune from jurisdiction of any such action courts, or proceeding shall be heard and determined from any legal process commenced in such Delaware Court courts (whether through service of Chancery (ornotice, only if the Delaware Court attachment prior to judgment, attachment in aid of Chancery declines to accept jurisdiction over a particular matterexecution of judgment, any other state court execution of the State of Delaware judgment or the United States District Court for the District of Delawareotherwise), and (biii) 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 proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement that (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 AgreementA) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or a proceeding in any such court and (d) agrees that a final judgment Georgia Court is brought in any such suitan inconvenient forum, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BYthe venue of such proceeding is improper, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.9.or

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement(a) All disputes, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise controversies arising out of or relate relating to this Agreement Agreement, or the negotiation, execution validity or performance of this Agreement (including any claim Agreement, or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) the transactions contemplated hereby shall be governed by and construed in accordance with the law laws of the State of Delaware, regardless Delaware without regard to its rules of the laws that might otherwise govern under applicable principles of conflicts conflict of laws. Each of the parties hereto Target, Parent and Merger Sub hereby irrevocably and unconditionally (a) submits, for itself and its property, consents to submit to the sole and exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court courts of the State of Delaware or and of the United States District Court for the District of Delaware), Delaware and any appellate court from of appeal therefrom (the “Chosen Courts”) for any thereof, in any action or proceeding litigation arising out of or relating to this Agreement Agreement, or the negotiation, execution validity or performance of this Agreement Agreement, or the transactions contemplated hereby (including and agrees not to commence any claim or cause of action based upon, arising out of or related to any representation or warranty made litigation relating thereto except in or in connection with this Agreementsuch courts), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), (b) waives, to the fullest extent it may legally and effectively do so, waives any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) such litigation in the Delaware Court of Chancery Chosen Courts and agrees not to plead or claim in any other state court Chosen Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties hereto agrees, (i) to the extent such party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware or as such party’s agent for acceptance of legal process and (ii) that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States District Court Postal Service constituting evidence of valid service. Service made pursuant to (i) or (ii) above shall have the same legal force and effect as if served upon such party personally within the State of Delaware. For purposes of implementing the parties’ agreement to appoint and maintain an agent for service of process in the District State of Delaware, (c) waiveseach of Parent and Merger Sub does hereby appoint The Corporation Trust Company, to Corporation Trust Center, 0000 Xxxxxx Xxxxxx, xx xxx Xxxx xx Xxxxxxxxxx, Xxxxxx of Xxx Xxxxxx, Xxxxx xx Xxxxxxxx 00000, as such agent. The parties hereto agree that irreparable damage would occur in the fullest extent permitted by Law, event that any of the defense provisions of an inconvenient forum to this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding parties shall be conclusive entitled to an injunction or injunctions to prevent breaches of this Agreement and may be enforced to enforce specifically the terms and provisions hereof in the Chosen Courts, this being in addition to any other jurisdictions by suit on the judgment remedy to which they are entitled at law or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9equity.

Governing Law; Jurisdiction; Waiver of Jury Trial. This AgreementLimited Guarantee, and all claims or causes of action (whether at Law, in contract, contract or in tort or otherwise) that may be based upon, arise out of or relate to this Agreement Limited Guarantee or the negotiation, execution or performance of this Agreement (including any claim or cause of action based uponhereof, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the law Laws of the State of Delaware, regardless without giving effect to any choice or conflict of law provision or rule (whether of the laws State of Delaware or any other jurisdiction) that might otherwise govern under applicable principles would cause the application of conflicts the Laws of lawsany jurisdiction other than the State of Delaware. Each of the parties hereto hereby irrevocably agrees that any legal suit, action or proceeding with respect to this Limited Guarantee and unconditionally (a) submitsthe rights and obligations arising hereunder, or for itself 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 propertysuccessors or assigns, to the exclusive jurisdiction of shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state or federal court of within the State of Delaware or Delaware) (collectively, the United States District Court for the District of Delaware“Chosen Courts”), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court . Each of the State of Delaware or the United States District Court for the District of Delaware), (b) waives, parties hereto hereby irrevocably submits with regard 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 proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the Chosen Courts and agrees that it will not bring any action relating to this Limited Guarantee or the transactions contemplated hereby in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any suit, action or proceeding with respect to this Limited Guarantee, (i) any claim that it is not personally subject to the jurisdiction of the Chosen Courts, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such Chosen 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 applicable Law, any claim that (A) the suit, action or proceeding in such Chosen Court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Limited Guarantee, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on such Chosen Courts. To the judgment or fullest extent permitted by applicable Law, each of the parties hereto hereby consents to process being served by any party hereto in any other manner provided suit, action or proceeding by Law. Each Party irrevocably consents to delivery of a copy thereof in accordance with the service provisions of Section 8.7 of the summons Merger Agreement and complaint and any other process in any other Proceeding relating to the transactions contemplated by Section 7 of this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIALLimited Guarantee. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO IN ANY ACTION DIRECTLY OR INDIRECTLY LEGAL PROCEEDING ARISING OUT OF, UNDER OF OR IN CONNECTION WITH RELATING TO THIS AGREEMENT LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) CERTIFIES THAT NO REPRESENTATIVE REPRESENTATIVE, AGENT OR ATTORNEY OF ANY THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTIONLITIGATION, SEEK TO ENFORCE THAT THE FOREGOING WAIVER AND WAIVER, (B) ACKNOWLEDGES THAT IT EACH SUCH PARTY HERETO UNDERSTANDS AND HAS CONSIDERED THE OTHER PARTIES HERETO HAVE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT LIMITED GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.910.

Governing Law; Jurisdiction; Waiver of Jury Trial. a. This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the law laws of the State of Delaware, regardless 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 the laws that might otherwise govern under applicable principles of conflicts any jurisdiction other than the State of lawsDelaware. Each In addition, each of the parties hereto hereby irrevocably agrees that any legal action or proceeding with respect to this Agreement and unconditionally (a) submitsthe rights and obligations arising hereunder, or for itself recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its propertysuccessors or assigns, to the exclusive jurisdiction of shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, only solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state or federal court of within the State of Delaware or the United States District Court for the District of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and any appellate court from any thereofagrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating with respect to this Agreement or the negotiationAgreement, execution or performance of this Agreement (including any claim or cause that it is not personally subject to the jurisdiction of action based upon, arising out of or related the above named courts for any reason other than the failure to any representation or warranty made serve in or in connection accordance with this AgreementSection 6.08(a), any claim that it or for recognition its property is exempt or enforcement of any judgment, and agrees that all claims in respect immune from the 42 jurisdiction of any such action court or proceeding shall be heard and determined from any legal process commenced in such Delaware Court courts (whether through service of Chancery (ornotice, only if the Delaware Court attachment prior to judgment, attachment in aid of Chancery declines to accept jurisdiction over a particular matter, any other state court execution of the State of Delaware or the United States District Court for the District of Delaware), (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 proceeding arising out of or relating to this Agreement or the negotiationjudgment, execution of judgment or performance of this Agreement (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 Agreementotherwise) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waives, and to the fullest extent permitted by Lawthe applicable law, any claim that the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court and (d) agrees that a final judgment is brought in any an inconvenient forum, the venue of such suit, action or proceeding shall be conclusive and is improper or this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by Lawsuch courts. Each Party irrevocably consents of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address respective addresses set forth in Section 12.3. Nothing 6.02 shall be effective service of process for any suit or proceeding in connection with this Section 12.9 shall affect Agreement or the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9transactions contemplated hereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreementletter agreement, and all claims or causes of action Actions (whether in contract, tort or otherwisestatute) that may be based upon, arise out of or relate to this Agreement letter agreement, or the negotiation, execution or performance of this Agreement (including letter agreement, shall in all respects be governed by, and construed and enforced in accordance with, the Laws of the State of Delaware applicable to agreements made and to be performed entirely within such state without giving effect to any claim conflicts of law principles of such state that might refer the governance, construction or cause interpretation of action based upon, such agreements to the Laws of another jurisdiction. All Actions arising out of or related relating to any representation or warranty made in or in connection with the interpretation and enforcement of the provisions of this Agreement) letter agreement shall be governed by heard and construed determined in accordance with the law of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery (Chancery, or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state federal court of within the State of Delaware or the United States District Court for the District of Delaware), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if both the Delaware Court of Chancery declines 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. The parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Actions and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action. The consents to jurisdiction and venue set forth in this paragraph 10 shall not constitute general consents to service of process in the State of Delaware or and shall have no effect for any purpose except as provided in this paragraph 10 and shall not be deemed to confer rights on any Person other than the United States District Court for the District parties hereto. Each party hereto agrees that service of Delaware), (b) waives, to the fullest extent it may legally and effectively do so, process upon such party in any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding Action arising out of or relating to this Agreement or letter agreement shall be effective if notice is given by overnight courier at the negotiation, execution or performance addresses set forth at the beginning of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees letter agreement. The parties hereto agree that a final judgment in any such suit, action or proceeding 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 irrevocably consents ; provided, however, that nothing contained in the foregoing shall restrict any party’s rights to the service of the summons and complaint and seek any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itselfpost-judgment relief regarding, or its propertyany appeal from, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3a final trial court judgment. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO THE PARTIES HEREBY WAIVES IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW LAW, ANY RIGHT IT THEY MAY HAVE TO A TRIAL BY JURY WITH IN RESPECT TO OF ANY ACTION LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OF OR IN CONNECTION WITH RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, Agreement and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate other agreements executed pursuant to this Agreement or the negotiation, execution or performance terms of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall will be governed by and construed in accordance with the law of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or without reference to the United States District Court for the District choice of Delaware), and any appellate court from any law principles thereof, in . In any action among or proceeding between any of the parties arising out of or relating to this Agreement or Agreement, each of the negotiationCompany, execution or performance Merger Sub, Parent and the Principal Stockholders’ Representative hereby (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware the Chancery Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware)and, (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 proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court absence of Chancery or in any other state court of the State of Delaware or such jurisdiction, the United States District Court for the District of Delaware, (c) waivesand, in the absence of such federal jurisdiction, the parties Consent to be subject to the fullest extent permitted by Lawexclusive jurisdiction of any Delaware state court sitting in New Castle County, the defense of an inconvenient forum to the maintenance (ii) agrees that all claims in respect of such action or proceeding shall be heard and determined exclusively in any such court and accordance with clause (di) agrees that a final judgment of this Section 9.5, (iii) waives the right to assert the lack of Personal or subject matter jurisdiction or improper venue in connection with any such suit, action or other proceeding, and (iv) agrees that service of process upon such party in any such action shall be effective if such process is given as a notice in accordance with Section 9.3. Each of the parties hereto also agrees that any final and non-appealable judgment against a party hereto in connection with any action, suit or other proceeding shall be conclusive and binding on such party and that such award or judgment may be enforced in other jurisdictions by suit on the judgment any court of competent jurisdiction, either within or in any other manner provided by Law. Each Party irrevocably consents to the service outside of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, United States. A certified or its property, by personal delivery of copies exemplified copy of such process to award or judgment shall be conclusive evidence of the fact and amount of such Party at the applicable address set forth in Section 12.3award or judgment. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT IT SUCH PARTIES MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUIT OR ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) HEREBY CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HERETO NOR ANY OF THEIR REPRESENTATIVES HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY THEY WOULD NOT, IN THE EVENT OF ANY ACTION, NOT SEEK TO ENFORCE THAT FOREGOING THIS WAIVER AND (B) OF RIGHT TO JURY TRIAL. FURTHER, EACH PARTY ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED RELIED ON THIS WAIVER OF RIGHT TO JURY TRIAL AS A MATERIAL INDUCEMENT TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.9AGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and all claims or causes of action (whether any Litigation in contract, tort or otherwise) that may be based upon, arise any way arising out of or relate relating to this Agreement or Agreement, the negotiation, execution or performance of this Agreement Agreement, the transactions contemplated hereby or the legal relationship of the parties (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in whether at law or in connection with this Agreement) equity, and whether in contract or in tort or otherwise), shall be governed by and construed in accordance with enforced pursuant to the law Laws of the State of Delaware, regardless without giving effect to rules of conflict of Laws that would result in the laws that might otherwise govern under applicable principles application of conflicts Laws of lawsany other jurisdiction. Each of the parties hereto party hereby irrevocably agrees and unconditionally (a) submits, for itself and its property, consents to be subject to the exclusive jurisdiction of the Delaware Court of Chancery (in the State of Delaware situated in New Castle County and any State of Delaware appellate court therefrom or, only if to the Delaware extent the Court of Chancery declines to accept jurisdiction over a particular matter, any other state court 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 United States District Court for the District State of Delaware), Delaware and any appellate court from any thereoftherefrom (collectively, the “Chosen Courts”) in any action Litigation described in the immediately preceding sentence of this Section 9.08(a) that is brought by any such party or proceeding its successors or assigns. Each party irrevocably consents to the service of any 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 or Agreement, the negotiation, execution or performance of this Agreement Agreement, the transactions contemplated hereby or the legal relationship of the parties (whether at law or in equity, and whether in contract or in tort or otherwise) in the Chosen Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any Chosen Court that any such Litigation brought in any Chosen Court has been brought in an inconvenient forum. Each party agrees that it will not bring or support, or permit any of its Affiliates to bring or support, any Litigation (including any cross-claim or cause third-party claim) of action based uponany kind or description, arising out of or related to any representation or warranty made in whether at law or in connection with this Agreement)equity, whether in contract or for recognition in tort or enforcement of otherwise, in any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), (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 proceeding arising out of or way relating to this Agreement or any of the negotiationtransactions contemplated hereby, execution or performance in any 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 Agreement (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 AgreementSection 9.08(a) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in any other jurisdictions jurisdiction within or outside the United States by suit on judgment, a certified copy of which shall be conclusive evidence of the judgment or in fact and amount of such judgment. The provisions of this Section 9.08(a) shall be subject to any other manner provided by Law. Each Party irrevocably consents contrary provisions of Section 9.08(c) below, solely with respect to the service of the summons and complaint and any other process subject matter covered in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.99.08(c).

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, controversy arising out of or related relating to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the law laws of the State of DelawareWashington, regardless without regard to conflict of law principles that would result in the application of any law other than the laws that might otherwise govern under applicable principles of conflicts of laws. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or Washington. Each party, to the United States District Court for the District extent that it may lawfully do so, hereby consents to service of Delaware)process, and any appellate court from any thereofto be sued, in any action state or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made federal court located in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or Washington, as well as to the United States District Court jurisdiction of all courts to which an appeal may be taken from such courts, for the District of Delaware), (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 purpose of any suit, action or other proceeding arising out of any of its obligations hereunder or relating with respect to this Agreement or the negotiationtransactions contemplated hereby, execution or performance of this Agreement (including and expressly waives any claim or cause of action based upon, arising out of or related and all objections it may have as to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or venue in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by Law, the defense of such courts. Each party further agrees that a summons and complaint commencing an inconvenient forum to the maintenance of such action or proceeding in any of such court and (d) agrees that a final judgment in any such suit, action or proceeding courts shall be conclusive properly served and may be enforced shall confer personal jurisdiction if served personally or by certified mail to it in other jurisdictions by suit on accordance with Section 14 hereof or as otherwise provided under the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service laws of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3Washington. Nothing in this Section 12.9 Agreement shall affect any right any party may otherwise have to bring an action or proceeding relating to this Agreement against any other party or its properties in the right courts of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIALjurisdiction. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH IN ANY SUIT, ACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST SUCH PARTY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OF ITS OBLIGATIONS HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9[The remainder of this page is intentionally left blank.]

Governing Law; Jurisdiction; Waiver of Jury Trial. This AgreementTo the maximum extent permitted by applicable Law, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance provisions of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) Assignment shall be governed by and construed and enforced in accordance with the law laws of the State of Delaware, regardless without regard to principles of conflict of laws, except with regard to issues relating to real property matters concerning the Oil and Gas Properties from which the CPO was created, which shall be governed by the Laws of the laws that might otherwise govern under applicable principles of conflicts of lawsstate in which the Oil and Gas Properties from which the CPO was created are located, as applicable. Each of the parties hereto hereby Parties agrees that the transactions contemplated by the Contribution Agreement involve at least $100,000 and that the Contribution Agreement and this Assignment have been entered into in express reliance upon 6 Del. C. § 2708. Each of the Parties irrevocably and unconditionally confirms and agrees (a) submits, for itself that it is and its property, shall continue to be subject to the exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court courts of the State of Delaware or and of the United States District Court for federal courts sitting in the District State of Delaware), and any appellate court from any thereof(b) (i) to the extent that such Party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in any action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or as such Party’s agent for acceptance of legal process and notify the United States District Court for the District of Delaware), (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 proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or in any other state court Parties of the State name and address of Delaware or the United States District Court for the District of Delawaresuch agent, and (cii) waives, to the fullest extent permitted by Law, that service of process may also be made on such Party by prepaid certified mail with a proof of mailing receipt validated by the defense U.S. Postal Service constituting evidence of an inconvenient forum valid service, and that, to the maintenance of such action fullest extent permitted by applicable Law, service made pursuant to (b)(i) or proceeding in any such court (ii) above shall have the same legal force and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to effect as if served upon such Party at personally within the applicable address set forth in Section 12.3State of Delaware. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW 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 WITH IN RESPECT TO OF ANY ACTION LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH RELATING TO THIS AGREEMENT ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO BY THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.9ASSIGNMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and any and all disputes, claims or causes of action (whether in contract, tort tort, statute or otherwise) that may be directly or indirectly based upon, arise arising out of or relate in any way related to this Agreement Agreement, or the negotiation, execution execution, interpretation or performance of this Agreement (including any such dispute, claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) (each a “Dispute”), shall be governed by and construed and enforced in accordance with the law laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable without regard Exhibit 10.1 to principles of conflicts of lawslaw. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of the Delaware The Court of Chancery of State of Delaware shall be the sole and exclusive forum for any action, suit or proceeding relating to or arising out of any such Dispute (ora “Covered Action”), only if unless the Delaware Court of Chancery declines to accept jurisdiction over a particular matterof the State of Delaware shall determine that it does not have subject matter jurisdiction, in which case, any other state court such Covered Action shall be brought in the Superior Court of the State of Delaware or the United States District Court for the District of DelawareDelaware (the “Delaware Courts”), . Each party hereto hereby irrevocably and unconditionally (i) agrees not to commence any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined Covered Action except in such Delaware Court of Chancery Courts in accordance with this Section; (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), (bii) waives, consents and submits to the fullest extent it may legally exclusive jurisdiction of, and effectively do so, waives any objection which it may now or hereafter have to the laying of venue in, such Delaware Courts and agrees not to plead or otherwise claim that any Covered Action brought therein has been brought in any inconvenient forum; and (iii) waives any right such party may have to a trial by jury in respect of any suit, action or proceeding arising out of or relating to this Agreement or Covered Action. This Section remains in full force and shall survive the negotiation, execution or performance termination of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address as set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.920 or otherwise.

Governing Law; Jurisdiction; Waiver of Jury Trial. This RSU Award Agreement, including the validity hereof and the rights and obligations of the parties hereunder, and all claims or causes of action (whether in contractamendments and supplements hereof and all waivers and consents hereunder, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with and governed by the law domestic substantive laws of the State of Delaware, regardless 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 that might otherwise govern under applicable principles of conflicts of lawsany other jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its propertyhereto, to the exclusive extent that it may lawfully do so, hereby consents to service of process, and to being sued, in the State of New York and consents to the jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court courts of the State of Delaware or New York located in New York County and the United States District Court for the Southern District of Delaware)New York, and any appellate court as well as to the jurisdiction of all courts to which an appeal may be taken from any thereofsuch courts, in any action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), (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 purpose of any suit, action or other proceeding arising out of any of its obligations hereunder or relating with respect to this Agreement or the negotiationtransactions contemplated hereby, execution or performance of this Agreement (including and expressly waives any claim or cause of action based upon, arising out of or related and all objections it may have as to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or venue in any other state court such courts. Each of the State of Delaware or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by Law, the defense of parties hereto further agrees that a summons and complaint commencing an inconvenient forum to the maintenance of such action or proceeding in any of such court and (d) agrees that a final judgment in any such suit, action or proceeding courts shall be conclusive properly served and may be enforced shall confer personal jurisdiction if served personally or by certified mail to it at its address referred to in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service section 7.3 of the summons and complaint and any other process in any other Proceeding relating to Employment Agreement or as otherwise provided under the transactions contemplated by this Agreement, on behalf laws of itself, or its property, by personal delivery the State of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIALNew York. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH IN ANY SUIT, ACTION OR OTHER PROCEEDING INSTITUTED BY OR AGAINST IT IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OF ITS OBLIGATIONS HEREUNDER OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by by, construed and construed enforced in accordance with the law laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, New York without regard to the exclusive jurisdiction conflict of the Delaware Court of Chancery laws principles thereof. Any action, claim, suit or other legal proceeding (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), and any appellate court from any thereof, in any action or proceeding “Proceeding”) arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any court in which appeal from such Delaware Court courts may be taken) (the “Specified Courts”). Each Party hereto hereby (a) submits to the exclusive jurisdiction of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Specified Court for the District of Delaware), (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 purpose of any suit, action or proceeding Proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement and (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 Agreementb) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) irrevocably waives, and agrees not to the fullest extent permitted assert by Lawway of motion, the defense of an inconvenient forum to the maintenance of such action or proceeding otherwise, in any such court and (d) Proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Proceeding is brought in an inconvenient forum, that the venue of the Proceeding is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each Party agrees that a final judgment in any such suit, action or proceeding Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawapplicable law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3‎Section 5.6. Nothing in this Section 12.9 ‎Section 5.10 shall affect the right of any Party to serve legal process in any other manner permitted by Lawlaw. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OFEach Party hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any Proceeding directly or indirectly arising out of, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9under or in connection with this Agreement or the transactions contemplated hereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the law laws of the State of Delaware, regardless its rules of conflict of laws notwithstanding. Each party hereby agrees and consents to be subject to the jurisdiction of the laws that might otherwise govern under applicable principles Court of conflicts Chancery of lawsthe State of Delaware in and for New Castle County, or if the Court of Chancery lacks jurisdiction over such dispute, in any state or federal court having jurisdiction over the matter situated in New Castle County, Delaware, in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby. Each party hereby irrevocably consents to the service of any and all process in any such suit, action or proceeding by the delivery of such process to such party at the address and in the manner provided in Section 11.1 hereof. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, waives any objection to the exclusive jurisdiction laying of venue of any action, suit or proceeding arising out of this Agreement or the Delaware transactions contemplated hereby in the Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware in and for New Castle County, or if the Court of Chancery lacks jurisdiction over such dispute, in any state or federal court having jurisdiction over the matter situated in New Castle County, Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Notwithstanding the foregoing, each of the parties to this Agreement agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Financing Sources in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including but not limited to any dispute arising out of or relating in any way to the Financing Commitments (or any commitment letter relating to any Replacement Financing or any New Financing Commitment) or the performance thereof, in any forum other than any New York State court or Federal court of the United States District Court for of America sitting in the District Borough of Delaware)Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), (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 proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by by, and construed in accordance with with, the law laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of lawslaws thereof. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), and any appellate court from any thereof, in In any action or proceeding arising out of or relating to this Agreement or any of the negotiationTransactions: (i) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware and any state appellate court therefrom or, execution if (but only if) such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle County in the State of Delaware and any appellate court therefrom (collectively, the “Delaware Courts”); and (ii) each of the parties irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 9.2. Each of the parties irrevocably and unconditionally (1) agrees not to commence any such action or performance of this Agreement proceeding except in the Delaware Courts, (including 2) agrees that any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware)Courts, (b3) waives, to the fullest extent it may legally and effectively do so, any objection which that it may now or hereafter have to the jurisdiction or laying of venue of any suit, such action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, Courts and (c4) waives, to the fullest extent permitted by Lawlaw, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees the Delaware Courts. The parties agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents Applicable Laws; provided that nothing in the foregoing shall restrict any party’s rights to the service of the summons and complaint and seek any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itselfpost-judgment relief regarding, or its propertyany appeal from, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9final trial court judgment.

Governing Law; Jurisdiction; Waiver of Jury Trial. This AgreementTo the maximum extent permitted by applicable Law, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance provisions of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed and enforced in accordance with the law laws of the State of Delaware, regardless without regard to principles of conflict of laws, except with regard to issues relating to real property matters concerning the Contributed Interests, which shall be governed by the Laws of the laws that might otherwise govern under applicable principles of conflicts of lawsstate in which the interests constituting the Contributed Interests are located, as applicable. Each of the parties hereto hereby 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 (a) submits, for itself that it is and its property, shall continue to be subject to the exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court courts of the State of Delaware or and of the United States District Court for federal courts sitting in the District State of Delaware), and any appellate court from any thereof(b) (i) to the extent that such Party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in any action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or as such Party’s agent for acceptance of legal process and notify the United States District Court for the District of Delaware), (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 proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or in any other state court Parties of the State name and address of Delaware or the United States District Court for the District of Delawaresuch agent, and (cii) waives, to the fullest extent permitted by Law, that service of process may also be made on such Party by prepaid certified mail with a proof of mailing receipt validated by the defense U.S. Postal Service constituting evidence of an inconvenient forum valid service, and that, to the maintenance of such action fullest extent permitted by applicable Law, service made pursuant to (b)(i) or proceeding in any such court (ii) above shall have the same legal force and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to effect as if served upon such Party at personally within the applicable address set forth in Section 12.3State of Delaware. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW 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 AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (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 AGREEMENT 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 WITH IN RESPECT TO OF ANY ACTION LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO BY THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.9AGREEMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by by, and construed in accordance with with, the law of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court Laws of the State of Delaware or the United States District Court for the District of Delaware), applicable to contracts executed in and any appellate court from any thereof, to be performed in any action or proceeding that State. Any Proceeding arising out of or relating to this Agreement or the negotiationtransactions contemplated hereby shall, execution or performance of this Agreement (including any claim or cause of action based uponto the fullest extent permitted by applicable Law, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined exclusively in such Delaware the Court of Chancery (orof the State of Delaware; provided, only that if the Delaware Court of Chancery declines to accept jurisdiction over a particular matteris not available in such court, then any other state such legal Proceeding may be brought in any federal court of located in the State of Delaware or the United States District Court for the District of Delaware), (b) waives, to any other Delaware state court. To the fullest extent it may legally and effectively do sopermitted by applicable Law, any objection which it may now or hereafter have the parties hereto hereby (i) irrevocably submit to the laying exclusive jurisdiction of venue the aforesaid courts for themselves and with respect to their respective properties for the purpose of any suit, action or proceeding Proceeding arising out of or relating to this Agreement or the negotiationtransactions contemplated hereby brought by any party hereto, execution or performance of this Agreement and (including ii) agree not to commence any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) such Proceeding except in the Delaware Court of Chancery or courts described above in Delaware, other than any Proceeding in any other state court of the State of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware or the United States District Court for the District of Delaware, (c) waives, to as described herein. To the fullest extent permitted by applicable Law, each of the defense parties hereto further agrees that notice as provided herein shall constitute sufficient service of an inconvenient forum process and the parties hereto further waive any argument that such service is insufficient. To the fullest extent permitted by applicable Law, each of the parties hereto hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (x) any claim that such party is not personally subject to the maintenance jurisdiction of the courts in Delaware as described herein for any reason, (y) that such action party or proceeding such party’s property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) that (A) the Proceeding in any such court and is brought in an inconvenient forum, (dB) agrees that a final judgment in any the venue of such suitProceeding is improper or (C) this Agreement or the transactions contemplated hereby, action or proceeding shall be conclusive and the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIALcourts. EACH PARTY HERETO HEREBY WAIVES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW LAW, ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO IN ANY ACTION PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OF OR IN CONNECTION WITH RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (AI) CERTIFIES THAT NO REPRESENTATIVE REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTIONLITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER EITHER OF SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY AND (BIV) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS WAIVER AND CERTIFICATIONS IN THIS SECTION 12.9SECTION.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the law of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), (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 proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9.Section

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise any Proceeding arising out of or relate relating to this Agreement or Agreement, the negotiation, execution or performance of this Agreement (including any claim or cause of action based uponthe transactions contemplated hereby, arising out of or related to any representation or warranty made in whether at law or in connection with this Agreement) equity, and whether in contract or in tort or otherwise, shall be governed by and construed in accordance with enforced pursuant to the law laws of the State of Delaware, regardless without giving effect to rules of the conflict of laws that might otherwise govern under applicable principles would result in the application of conflicts laws of lawsany other jurisdiction. Each of the parties hereto party hereby irrevocably agrees and unconditionally (a) submits, for itself and its property, consents to be subject to the exclusive jurisdiction of the Delaware Court of Chancery (in the State of Delaware situated in New Castle County and any State of Delaware appellate court therefrom or, only if to the Delaware extent the Court of Chancery declines to accept jurisdiction over a particular matter, any other state court 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 United States District Court for the District State of Delaware), Delaware and any appellate court from any thereoftherefrom (collectively, the “Chosen Courts”) in any action or proceeding Proceeding described in the immediately preceding sentence of this Section 6.06(a). Each party irrevocably consents to the service of any and all process in any such Proceeding by the delivery of such process in the manner provided in Section 6.01. Each party irrevocably and unconditionally waives any objection to the laying of venue of any Proceeding arising out of or relating to this Agreement or Agreement, the negotiation, execution or performance of this Agreement Agreement, the transactions contemplated hereby or the legal relationship of the parties (whether at law or in equity, and whether in contract or in tort or otherwise) in the Chosen Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any Chosen Court that any such Proceeding brought in any Chosen Court has been brought in an inconvenient forum. Each party agrees that it will not bring or support, or permit any of its affiliates to bring or support, any Proceeding (including any cross-claim or cause third-party claim) of action based uponany kind or description, arising out of or related to any representation or warranty made in whether at law or in connection with this Agreement)equity, whether in contract or for recognition in tort or enforcement of otherwise, in any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), (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 proceeding arising out of or way relating to this Agreement Agreement, the transactions contemplated hereby or the negotiationlegal relationship of the parties (whether at law or in equity, execution and whether in contract or performance in tort or otherwise), in any forum other than the Chosen Courts, and that the provisions of Section 6.06(b) relating to the waiver of jury trial shall apply to any such Proceeding. Each party further agrees that any final and non-appealable judgment against any of them in any Proceeding described in the first sentence of this Agreement (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 AgreementSection 6.06(a) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in any other jurisdictions jurisdiction within or outside the United States by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service judgment, a certified copy of which shall be conclusive evidence of the summons fact and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies amount of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9judgment.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall Limited Guaranty will be governed by by, and construed in accordance with with, the law Laws of the State of Delaware, regardless of the laws that might otherwise govern under without giving effect to any applicable principles of conflicts conflict of lawslaws that would cause the Laws of another jurisdiction to govern this Limited Guaranty. Each of the parties hereto irrevocably agrees that any dispute, controversy, claim or litigation with respect to this Limited Guaranty or its subject matter (including a dispute regarding the existence, validity, formation, effect, interpretation, performance or termination of this Limited Guaranty) and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations hereunder brought by the other party hereto or its successors or assigns (each a “Dispute”) shall be brought and determined exclusively in the Court of Chancery of the State of Delaware in and for New Castle County, Delaware (unless the Court of Chancery shall decline to accept jurisdiction over a particular matter, in which case, in any state or federal court in such county). Each of the parties hereto agrees that mailing of process or other papers in connection with any such Dispute in the manner provided in Section 9 or in such other manners as may be permitted by applicable Laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, submits with regard to any such Dispute for itself and in respect of its property, generally and unconditionally, to the exclusive personal jurisdiction of the Delaware Court of Chancery (or, only if aforesaid courts and agrees that it will not bring any Dispute relating to this Limited Guaranty in any court or tribunal other than the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court aforesaid courts. Each of the State of Delaware or the United States District Court for the District of Delaware)parties hereto irrevocably waives, and any appellate court from any thereofagrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating Dispute with respect to this Agreement or Limited Guaranty and the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, rights and obligations arising out of or related to any representation or warranty made in or in connection with this Agreement)hereunder, or for recognition or and enforcement of any judgment, and agrees that all claims judgment in respect of this Limited Guaranty and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the aforesaid courts for any reason other than the failure to serve process in accordance with this Section 12, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such action court or proceeding shall be heard and determined from any legal process commenced in such Delaware Court courts (whether through service of Chancery (ornotice, only if the Delaware Court attachment prior to judgment, attachment in aid of Chancery declines to accept jurisdiction over a particular matter, any other state court execution of the State of Delaware or the United States District Court for the District of Delaware), (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 proceeding arising out of or relating to this Agreement or the negotiationjudgment, execution of judgment or performance of this Agreement otherwise) and (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 Agreementiii) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by applicable Law, any claim that (x) the defense of Dispute in such court is brought in an inconvenient forum to forum, (y) the maintenance venue of such action Dispute is improper or proceeding in any such court and (dz) agrees that a final judgment in any such suitthis Guaranty, action or proceeding shall be conclusive and the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9courts.

Governing Law; Jurisdiction; Waiver of Jury Trial. (d) This Agreement, the rights of the Parties and all claims Proceedings arising in whole or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in part under or in connection with this Agreement) herewith shall be governed by and construed in accordance with the law Laws of the State of Delaware, regardless without regard to any conflicts of the laws law principles of such state that might otherwise govern under applicable principles apply the law of conflicts of lawsanother jurisdiction. Each of the parties hereto hereby (e) With respect to any suit, action or proceeding relating to this Agreement (each, a “Proceeding”), each Party irrevocably (i) agrees and unconditionally (a) submits, for itself and its property, consents to be subject to the exclusive jurisdiction of the United States District Court for the District of Delaware or the 63 Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state or federal court within the City of the State of Delaware or the United States District Court for the District of Delaware), Wilmington) and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), (bii) waives, to the fullest extent it may legally and effectively do so, waives any objection which it may now or hereafter have at any time to the laying of venue of any suitProceeding brought in any such court, action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including waives any claim or cause that such Proceeding has been brought in an inconvenient forum and further waives the right to object, with respect to such Proceeding, that such court does not have any jurisdiction over such Party. The foregoing consent to jurisdiction shall not constitute general consent to service of action based upon, arising out of or related to any representation or warranty made process in or in connection with this Agreement) in the Delaware Court of Chancery or in any other state court of the State of Delaware for any purpose except as provided above and shall not be deemed to confer rights on any Person other than the respective Parties to this Agreement. Each of Seller and Purchaser irrevocably agrees that service of any process, summons, notice or the document by United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process registered mail to such Party at the applicable Party’s address set forth above shall be effective service of process for any Proceeding in Section 12.3. Nothing in Delaware with respect to any matters for which it has submitted to jurisdiction pursuant to this Section 12.9 shall affect 10.09(b). Notwithstanding the right of foregoing, a Party may commence any Party to serve legal process Proceeding in any court other manner permitted than the above-named courts solely for the purpose of enforcing an order or judgment issued by Lawany of the above-named courts. WAIVER (f) EACH OF JURY TRIAL. EACH PARTY HERETO PURCHASER AND SELLER HEREBY WAIVES WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH IN RESPECT TO OF ANY ACTION LITIGATION AS BETWEEN THE PARTIES DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY OR DISPUTES RELATING HERETO. EACH PARTY HERETO PURCHASER AND SELLER (AI) CERTIFIES CERTIFY THAT NO REPRESENTATIVE REPRESENTATIVE, AGENT OR ATTORNEY OF ANY THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTIONLITIGATION, SEEK TO ENFORCE THAT THE FOREGOING WAIVER AND (BII) ACKNOWLEDGES ACKNOWLEDGE THAT IT AND THE OTHER PARTIES HERETO PARTY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.9.10.09(c). 10.10

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in all respects in accordance with the law laws of the State of Delaware, regardless of without giving effect to the laws that might otherwise govern under applicable principles of conflicts of laws. Each laws thereof (except that matters relating to the fiduciary duties of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, board of directors of Valley shall be subject to the exclusive jurisdiction laws of the State of New Jersey and that matters relating to the Bank Merger shall be subject to the laws of the United States to the extent they are mandatorily applicable). 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 or thereby shall be brought exclusively in the Delaware Chancery Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular mattersuch court shall not have jurisdiction, any other state federal court of located in the State of Delaware or the United States District Court for the District of Delaware)other Delaware state court, and any each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate court from any thereof, courts therefrom) in any such suit, action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), (b) irrevocable waives, to the fullest extent it may legally and effectively do sopermitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. The consent to jurisdiction set forth in this Section 8.10(a) shall not constitute a general consent to service of process in the State of Delaware and (d) agrees shall have no effect for any purpose except as provided in this Section 8.10(a). The parties hereto agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9law.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by by, and construed in accordance with with, the law laws of the State of DelawareDelaware applicable to contracts executed in and to be performed entirely in that State, regardless of the without regard to any laws that might otherwise govern under applicable principles of conflicts or choice of laws. Each of the parties hereto hereby irrevocably and unconditionally law or otherwise; provided, however, that, (ai) submits, for itself and its property, to the exclusive jurisdiction extent any provisions of this Agreement relate to the exercise of a director’s or officer’s fiduciary duties and/or similarly, statutory duties or obligations and/or (ii) statutory provisions or other Applicable Laws of Bermuda are mandatorily applicable to the Merger, such provisions shall be governed by and in accordance with the laws of Bermuda. 5 (b) All Actions arising out of or relating to this Agreement and the transactions contemplated hereby, including the interpretation and enforcement hereof shall (except to the extent, and solely to the extent, that any such Action that relates to the Merger or the Statutory Merger Agreement mandatorily must be brought in Bermuda) be heard and determined in the Delaware Court of Chancery (Chancery, or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state federal court of within the State of Delaware or the United States District Court for the District of Delaware), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if both the Delaware Court of Chancery declines and the federal courts within the State of Delaware decline to accept jurisdiction over a particular matter, any other state court of within the State of Delaware or the United States District Court for the District of Delaware), (b) waivesand, in each case, any appellate court therefrom. The parties hereby irrevocably submit to the fullest extent it may legally exclusive jurisdiction and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or such courts in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by Law, such Actions and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such action or proceeding Action and agree not to assert any Action in any such other court and (d) agrees or forum. The parties agree that a final judgment in any such suit, action or proceeding 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 irrevocably consents ; provided, however, that nothing contained in the foregoing shall restrict any party’s rights to the service of the summons and complaint and seek any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itselfpost-judgment relief regarding, or its propertyany appeal from, by personal delivery a final trial court judgment. The parties to this Agreement agree that mailing of copies of process or other papers in connection with any such process to such Party at Action in the applicable address set forth manner provided in Section 12.3. Nothing 5.2 or in this Section 12.9 shall affect the right of any Party to serve legal process in any such other manner as may be permitted by Applicable Law, shall be valid and sufficient service thereof. WAIVER OF JURY TRIAL. (c) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DISPUTE, CLAIM OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, RELATED TO, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS ANY TRANSACTION CONTEMPLATED HEREBY. EACH PARTY HERETO (AI) CERTIFIES THAT NO REPRESENTATIVE REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTIONA DISPUTE, SEEK TO ENFORCE THAT THE FOREGOING WAIVER AND (BII) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.9.5.8. (d) The provisions of this Section 5.8 are not intended and shall not be deemed to constitute a submission by Parent to the jurisdiction of any United States federal or state court or any other United States Governmental Entity, other than and solely for purposes of any Action arising out of or relating to this Agreement and the transactions contemplated hereby as provided in this Section 5.8. 5.9

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and all claims any Action or causes of action (whether in contract, tort or otherwise) that may be based upon, arise other Legal Proceeding arising out of or relate relating to this Agreement or the negotiation, execution or performance of this Agreement (including the enforcement of any claim provision of this Agreement), any of the Transactions or cause the legal relationship of action based upon, arising out of or related the Parties with respect to any representation or warranty made in the Transactions (whether at law or in connection with this Agreement) equity, whether in contract or in tort or otherwise), shall be governed by by, and construed and interpreted in accordance with with, the law laws of the State of Delaware, regardless of the choice of laws that might otherwise govern under applicable principles of conflicts the State of lawsDelaware, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. Each In any action between any of the parties hereto hereby Parties arising out of or relating to this Agreement, any of the Transactions or the legal relationship of the Parties with respect to the Transactions (whether at law or in equity, whether in contract or in tort or otherwise), each of the Parties: (i) irrevocably and unconditionally (a) submits, for itself consents and its property, submits to the exclusive jurisdiction and venue of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or in and for New Castle County, Delaware (unless such court shall not have jurisdiction over the matter, in which case the United States District Court for the District of DelawareDelaware or other Delaware state court), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement ; (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and ii) agrees that all claims in respect of it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court; and (iii) agrees that it will not bring any such action or proceeding shall be heard and determined in such Delaware any court other than the Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or in and for New Castle County, Delaware (unless such court shall not have jurisdiction over the matter, in which case the United States District Court for the District of DelawareDelaware or other Delaware state 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 . Service of any suitprocess, action summons, notice or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related document to any representation or warranty made in or in connection with this Agreement) Party’s address and in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 9.6 shall affect the right be effective service of process for any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9such action.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, Agreement and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall legal relations among the parties hereto will be governed in all respects, including validity, interpretation and effect, by and construed in accordance with the law laws of the State of DelawareDelaware applicable to contracts made and performed wholly therein, regardless without giving effect to any choice or conflict of laws provisions or rules that would cause the application of the laws that might otherwise govern under applicable principles of conflicts of lawsany other jurisdiction. Each of the parties hereto hereby irrevocably agrees that any legal action or proceeding with respect to this Agreement, and unconditionally (a) submitsthe rights and obligations arising hereunder, or for itself recognition and enforcement of any judgment in respect of this Agreement, and the rights and obligations arising hereunder brought by the other party hereto or its propertysuccessors or assigns, to the exclusive jurisdiction of shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state or federal court of within the State of Delaware Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or the United States District Court for transactions contemplated hereby in any court other than the District aforesaid courts. Each of Delaware)the parties hereto hereby irrevocably waives, and any appellate court from any thereofagrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating with respect to this Agreement or the negotiation, execution or performance of this Agreement (including a) any claim or cause of action based upon, arising out of or related that it is not personally subject to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or above named courts for any reason other than the United States District Court for the District of Delaware)failure to serve in accordance with Section 22 and this Section 24, (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 proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim that it or cause its property is exempt or immune from jurisdiction of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and or from any legal process commenced in such courts (d) agrees that a final judgment whether through service of notice, attachment prior to judgment, attachment in any such suitaid of execution of judgment, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the execution of judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (Aotherwise) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9.and

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, Agreement and all claims any dispute or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, controversy arising out of or related relating to any representation or warranty made in or in connection with this Agreement) Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles that would result in the application of any law other than the law of the State of DelawareNew York. All legal proceedings, regardless claims, suits, actions, demands, disputes or controversies (any of the laws that might otherwise govern under applicable principles of conflicts of laws. Each of the parties hereto hereby irrevocably and unconditionally (aforegoing, a “Proceeding”) submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined exclusively in such Delaware Court any state or federal court located in New York, New York. Each party hereto hereby (a) submits to the exclusive jurisdiction of Chancery (orany state or federal court located in New York, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matterNew York, any other state court of the State of Delaware or the United States District Court for the District of Delaware), (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 purpose of any suit, action or proceeding Proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement brought by any party hereto and (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 Agreementb) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) irrevocably waives, and agrees not to the fullest extent permitted assert by Lawway of motion, the defense of an inconvenient forum to the maintenance of such action or proceeding otherwise, in any such court and (d) Proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Proceeding is brought in an inconvenient forum, that the venue of the Proceeding is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any of the above-named courts. Each party agrees that a final judgment in any such suit, action or proceeding Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawapplicable law. Each Party party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itselfitself or himself, or its or his property, by personal delivery of copies of such process to such Party party at the applicable address set forth in Section 12.36.6. Nothing in this Section 12.9 6.3 shall affect the right of any Party party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIALapplicable law. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (AI) CERTIFIES THAT NO AFFILIATE, AGENT OR REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT THE FOREGOING WAIVER AND (BII) 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 12.96.3.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, Award Agreement and all claims or claims, causes of action or proceedings (whether in contract, tort in tort, at law or otherwise) that may be based upon, arise out of or relate to this Award Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the law internal laws of the State of Delaware, regardless of the laws excluding any conflicts or choice-of-law rule or principle that might otherwise govern under applicable principles refer construction or interpretation of conflicts the Award Agreement to the substantive law of lawsanother jurisdiction. Each party to this Award Agreement agrees that it shall bring all claims, causes of the parties hereto hereby irrevocably action and unconditionally proceedings (awhether in contract, in tort, at law or otherwise) submitsthat may be based upon, for itself and its property, arise out of or be related to the exclusive jurisdiction of Award Agreement exclusively in the Delaware Court of Chancery (or, in the event (but only if in the Delaware Court of Chancery declines to accept event) that such court does not have subject-matter jurisdiction over a particular mattersuch claim, any other state court cause of the State of Delaware action or proceeding, exclusively in the United States District Court for the District of Delaware)Delaware (the “Chosen Court”) and hereby (i) irrevocably submits to the exclusive jurisdiction of the Chosen Court, and (ii) waives any appellate court from any thereof, objection to laying venue in any action such proceeding in the Chosen Court, (iii) waives any objection that the Chosen Court is an inconvenient forum or proceeding arising out does not have jurisdiction over any party and (iv) agrees that service of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including process upon such party in any such claim or cause of action based upon, arising out of or related to any representation or warranty made shall be effective if notice is given in or in connection accordance with this Award Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), . D&B Team Member - [•] Restricted Stock Unit Award Agreement – Performance Based (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 proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER EACH OF JURY TRIAL. EACH PARTY THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO IN ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF(WHETHER IN CONTRACT, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTEDTORT, EXPRESSLY AT LAW OR OTHERWISE) INSTITUTED BY OR AGAINST SUCH PARTY IN RESPECT OF ITS, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9HIS OR HER OBLIGATIONS HEREUNDER.

Governing Law; Jurisdiction; Waiver of Jury Trial. This AgreementAll aspects of the relationship created by this agreement or the engagement hereunder, any other agreements relating to the engagement hereunder and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) engagement hereunder shall be governed by and construed in accordance with the law laws of the State of DelawareNew York, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. Each of to contracts made and to be performed therein and, in connection therewith, the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, consent to the exclusive jurisdiction of the Delaware Supreme Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware New York or the United States District Court for the Southern District of Delaware), and any appellate court from any thereofNew York, in each case sitting in New York County and agrees to venue in such courts. Notwithstanding the foregoing, solely for purposes of enforcing the Company’s obligations under Annex A, the Company consents to personal jurisdiction, service and venue in any action or court proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including in which any claim or cause of action based upon, relating to or arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware agreement or the United States District Court for the District of Delaware), (b) waives, to the fullest extent it may legally and effectively do so, engagement hereunder is brought by a third party against any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by LawIndemnified Person. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. CCCM AND THE COMPANY EACH PARTY HERETO HEREBY WAIVES AGREES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW WAIVE ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTER CLAIM OR ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OF OR IN CONNECTION WITH RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYENGAGEMENT HEREUNDER. EACH PARTY HERETO (We are delighted to accept this engagement and look forward to working with you on this assignment. Please confirm your agreement with the foregoing by signing and returning to us the enclosed copy of this agreement. Very truly yours, XXXXX AND COMPANY CAPITAL MARKETS, LLC By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: General Counsel [Engagement and Fee Letter] Accepted and agreed to as of the date first written above: KIPS BAY MEDICAL, INC. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Chief Financial Officer ANNEX A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the law applicable laws of the State of Delaware, regardless without giving effect to any choice of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the applicable laws that might otherwise govern under applicable principles of conflicts any jurisdiction other than the State of lawsDelaware to be applied. (b) Each of the parties hereto hereby irrevocably and unconditionally (ai) submits, for consents to submit itself and its property, to the exclusive personal jurisdiction of the Delaware Court of Chancery Chancery, or in the event (or, but only if in the event) that the Delaware Court of Chancery declines to accept does not have subject matter jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), and any appellate court from any thereof, in any such legal action or proceeding arising out of or relating to this Agreement or the negotiationproceeding, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), (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 proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, or in the event (cbut only in the event) that such United States District Court for the District of Delaware also does not have subject matter jurisdiction over such legal action or proceeding, any Delaware state court sitting in New Castle County, in connection with any matter based upon or arising out of this Agreement or the actions of the parties hereof, (ii) 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 (iii) agrees that it will not bring any action relating to this Agreement in any court other than the courts of the State of Delaware, as described above. Each of the parties hereto hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the addresses set forth in Annex I and Annex II shall be effective service of process for any suit or proceeding in connection with this Agreement. Each party to this Agreement hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, 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 process in accordance with this Section 15.3(b), that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and to the fullest extent permitted by applicable law, that the suit, action or proceeding in any such court is brought in an inconvenient forum, that the venue of such suit, action or proceeding is improper, or that this Agreement, or the subject matter hereof, may not be enforced in or by such courts and further irrevocably waives, to the fullest extent permitted by Lawapplicable law, the benefit of any defense that would hinder, xxxxxx or delay the levy, execution or collection of an inconvenient forum any amount to which a party hereto is entitled pursuant to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in of any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawcourt having jurisdiction. Each Party irrevocably consents party hereto expressly acknowledges that the foregoing waiver is intended to be irrevocable under the service laws of the summons State of Delaware and complaint of the United States of America; provided, that each such party’s consent to jurisdiction and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing service contained in this Section 12.9 15.3(b) is solely for the purpose referred to in this Section 15.3(b) and shall affect not be deemed to be a general submission to said courts or in the right State of any Party to serve legal process in any Delaware other manner permitted by Lawthan for such purpose. WAIVER (c) EACH OF JURY TRIAL. EACH PARTY THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO IN ANY ACTION DIRECTLY ACTION, PROCEEDING, CLAIM OR INDIRECTLY COUNTERCLAIM ARISING OUT OF, UNDER OF OR IN CONNECTION WITH RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9.15.4

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, Agreement and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) Transaction Litigation shall be governed by and construed in accordance with enforced pursuant to the law Laws of the State of Delaware, regardless without giving effect to rules of the conflict of laws that might otherwise govern under applicable principles would result in the application of conflicts Laws of lawsany other jurisdiction. Each of the parties hereto hereby party irrevocably and unconditionally (a) submits, for itself agrees and its property, consents to be subject to the exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), and any appellate court from any thereof, Chosen Courts in any action Transaction Litigation that is brought by any such party or proceeding arising out of its successors or relating assigns. Each party irrevocably agrees and consents to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement service of any judgment, and agrees that all claims process in respect of any such action or proceeding shall be heard and determined Transaction Litigation by the delivery of such process in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), (b) waives, to manner provided in Section 10.01. To the fullest extent it may legally and effectively do so, each party irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any suitTransaction Litigation in the Chosen Courts. Each party irrevocably and unconditionally waives and agrees not to plead or claim in any Chosen Court that any such Transaction Litigation brought in any Chosen Court has been brought in an inconvenient forum. No party shall bring or support, action or proceeding arising out permit any of its Affiliates to bring or relating to this Agreement or the negotiationsupport, execution or performance of this Agreement any Transaction Litigation (including any cross claim or cause third party claim) of action based uponany kind or description, arising out of or related to any representation or warranty made in whether at law or in connection with this Agreement) equity, whether in the Delaware Court of Chancery contract or in any other state court of the State of Delaware tort or the United States District Court for the District of Delawareotherwise, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court forum other than the Chosen Courts. Any final and (d) agrees that a final nonappealable judgment against any party in any such suit, action or proceeding Transaction Litigation shall be conclusive and may be enforced in any other jurisdictions jurisdiction within or outside the United States by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service judgment, a certified copy of which shall be conclusive evidence of the summons fact and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies amount of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9judgment.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by by, and construed in accordance with with, the law of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court Laws of the State of Delaware or the United States District Court for the District of Delaware), applicable to contracts executed in and any appellate court from any thereof, to be performed in any action or proceeding that State. All legal actions and proceedings arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined exclusively in such any Delaware Court of Chancery (orCourt; provided, only however, that if jurisdiction is not then available in the Delaware Court of Chancery declines to accept jurisdiction over a particular matterCourt, then any other state such legal action may be brought in any federal court of located in the State of Delaware or any other Delaware state court. The parties hereby (a) irrevocably submit to the United States District Court exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the District of Delaware), (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 purpose of any suit, action or proceeding arising out of or relating to this Agreement brought by any party and (b) agree not to commence any action relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each party further agrees that notice as provided herein shall constitute sufficient service of process and the negotiationparties further waive any argument that such service is insufficient. Each party hereby irrevocably and unconditionally waives, execution and agrees not to assert, by way of motion or performance of this Agreement (including as a defense, counterclaim or otherwise, in any claim or cause of action based upon, arising out of or related relating to any representation or warranty made in or in connection with this Agreement, (i) in any claim that it is not personally subject to the Delaware Court of Chancery or in any other state court jurisdiction of the State courts in Delaware as described herein for any reason, (ii) that it or its property is exempt or immune from jurisdiction of Delaware any such court or the United States District Court for the District from any legal process commenced in such courts (whether through service of Delawarenotice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) waives, to that (i) the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and is brought in an inconvenient forum, (dii) agrees that a final judgment in any the venue of such suitaction is improper or (iii) this Agreement, action or proceeding shall be conclusive and the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9courts.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, Agreement and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall legal relations among the parties hereto will be governed in all respects, including validity, interpretation and effect, by and construed in accordance with the law laws of the State of DelawareDelaware applicable to contracts made and performed wholly therein, regardless without giving effect to any choice or conflict of laws provisions or rules that would cause the application of the laws that might otherwise govern under applicable principles of conflicts of lawsany other jurisdiction. Each of the parties hereto hereby irrevocably agrees that any legal action or proceeding with respect to this Agreement, and unconditionally (a) submitsthe rights and obligations arising hereunder, or for itself recognition and enforcement of any judgment in respect of this Agreement, and the rights and obligations arising hereunder brought by the other party hereto or its propertysuccessors or assigns, to the exclusive jurisdiction of shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state or federal court of within the State of Delaware Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or the United States District Court for transactions contemplated hereby in any court other than the District aforesaid courts. Each of Delaware)the parties hereto hereby irrevocably waives, and any appellate court from any thereofagrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating with respect to this Agreement or the negotiation, execution or performance of this Agreement (including a) any claim or cause of action based upon, arising out of or related that it is not personally subject to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or above named courts for any reason other than the United States District Court for the District of Delaware)failure to serve in accordance with Section 22 and this Section 24, (b) waives, to the fullest extent any claim that it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue its property is exempt or immune from jurisdiction of any suitsuch court or from any legal process commenced in such courts (whether through service of notice, action or proceeding arising out attachment prior to judgment, attachment in aid of or relating to this Agreement or the negotiationexecution of judgment, execution of judgment or performance of this Agreement (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 Agreementotherwise) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, and (c) waives, to the fullest extent permitted by Lawapplicable law, any claim that (i) the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court and is brought in an inconvenient forum, (dii) agrees that a final judgment the venue of such suit, action or proceeding is improper or (iii) this Agreement or the subject matter hereof may not be enforced in or by such courts. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 22 shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the deemed effective service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIALparty. 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 AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW LAW, ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH IN RESPECT TO OF ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBYAGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) CERTIFIES THAT NO REPRESENTATIVE REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUCH ACTION, SEEK TO ENFORCE THAT THE FOREGOING WAIVER AND WAIVER, (B) ACKNOWLEDGES THAT IT EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE OTHER PARTIES HERETO HAVE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.924(b).

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by by, construed and construed enforced in accordance with the law laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, New York without regard to the exclusive jurisdiction conflict of the Delaware Court of Chancery laws principles thereof. Any action, claim, suit or other legal proceeding (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), and any appellate court from any thereof, in any action or proceeding “Proceeding”) arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any court in which appeal from such Delaware Court courts may be taken) (the “Specified Courts”). Each Party hereto hereby (a) submits to the exclusive jurisdiction of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Specified Court for the District of Delaware), (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 purpose of any suit, action or proceeding Proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement and (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 Agreementb) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) irrevocably waives, and agrees not to the fullest extent permitted assert by Lawway of motion, the defense of an inconvenient forum to the maintenance of such action or proceeding otherwise, in any such court and (d) Proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Proceeding is brought in an inconvenient forum, that the venue of the Proceeding is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each Party agrees that a final judgment in any such suit, action or proceeding Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Lawapplicable law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.35.6. Nothing in this Section 12.9 5.11 shall affect the right of any Party to serve legal process in any other manner permitted by Lawlaw. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OFEach Party hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any Proceeding directly or indirectly arising out of, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9under or in connection with this Agreement or the transactions contemplated hereby.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, the CVRs and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, actions arising out of or related to any representation or warranty made in under or in connection with this Agreement) therewith shall be governed by and construed in accordance with the law laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of lawslaw thereof. (b) Each 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 appellate court therefrom or, if (but only if) such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle County in the State of Delaware and any appellate court therefrom (collectively, the “Delaware Courts”); and (ii) consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 6.1. Each of the parties hereto hereby irrevocably and unconditionally (a1) submits, for itself and its property, agrees not to the exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, commence any other state court of the State of Delaware or the United States District Court for the District of Delaware), and any appellate court from any thereof, in any such action or proceeding arising out of or relating to this Agreement or except in the negotiationDelaware Courts, execution or performance of this Agreement (including 2) agrees that any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall may be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware)Courts, (b3) waives, to the fullest extent it may legally and effectively do so, any objection which that it may now or hereafter have to the jurisdiction or laying of venue of any suit, such action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, Courts and (c4) waives, to the fullest extent permitted by Lawlaw, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and the Delaware Courts. (dc) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER EACH OF JURY TRIAL. EACH PARTY THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO IN ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OFLEGAL PROCEEDING BETWEEN THE PARTIES (WHETHER BASED ON CONTRACT, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY TORT OR OTHERWISE), THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9.INCLUDING

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the law of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), (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 proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.312.3 of the Business Combination Agreement. Nothing in this Section 12.9 shall 5(e)shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.95(e).

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, letter and all claims or causes of action (whether in contracttort, tort contract or otherwise) that may be based upon, arise out of or relate to this Agreement letter or the negotiation, execution or performance of this Agreement letter (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 Agreementletter) shall be governed by and construed in accordance with the law laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of lawsNew York. Each of the parties hereto hereby irrevocably and unconditionally (ai) submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state New York State court or Federal court of the State of Delaware or the United States District Court for the District of Delaware)America sitting in New York County, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement or letter, the negotiation, execution or performance of this Agreement letter (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement)letter) or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such suit, action or proceeding shall be heard and determined in such Delaware Court of Chancery (New York State court or, only if to the Delaware Court of Chancery declines to accept jurisdiction over a particular matterextent permitted by law, any other state court of the State of Delaware or the United States District Court for the District of Delaware)in such Federal court, (bii) 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 proceeding arising out of or relating to this Agreement or letter, the negotiation, execution or performance of this Agreement letter (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 Agreementletter) or the transactions contemplated hereby in the Delaware Court of Chancery any New York State or in any other state court of the State of Delaware or the United States District Court for the District of Delawaresuch Federal court, (ciii) waives, to the fullest extent permitted by Lawlaw, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court and (div) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner matter provided by Lawlaw. Each Party irrevocably consents to of the parties hereto agrees that service of process, summons, notice or document by registered mail addressed to you or us at the summons and complaint and addresses set forth above shall be effective service of process for any other process suit, action or proceeding brought in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9court.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and all claims any claim, suit, action or causes of action (whether proceeding in contract, tort or otherwise) that may be based upon, arise any way arising out of or relate relating to this Agreement or Agreement, the negotiation, execution or performance of this Agreement Agreement, the transactions contemplated hereby or the legal relationship of the parties hereto (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in whether at law or in connection with this Agreement) equity, and whether in contract or in tort or otherwise), shall be governed by and construed in accordance with enforced pursuant to the law laws of the State of Delaware, regardless without giving effect to rules of conflict of laws that would result in the application of laws of any other jurisdiction. Each party hereby irrevocably agrees and consents to be subject to the exclusive jurisdiction of the laws 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 any appellate court therefrom (collectively, the “Chosen Courts”) in any suit, action or proceeding described in the immediately preceding sentence of this Section 8.09(a) that might otherwise govern under applicable principles is brought by any such party or its successors or assigns. Each party hereby irrevocably consents to the service of conflicts any and all process in any such suit, action or proceeding by the delivery of lawssuch process in the manner provided in Section 8.01. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, waives any objection to the exclusive jurisdiction laying of the Delaware Court venue of Chancery (orany action, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular mattersuit, any other state court of the State of Delaware or the United States District Court for the District of Delaware), and any appellate court from any thereof, in any action claim or proceeding arising out of or relating to this Agreement or Agreement, the negotiation, execution or performance of this Agreement Agreement, the transactions contemplated hereby or the legal relationship of the parties hereto (including whether at law or in equity, and whether in contract or in tort or otherwise) in the Chosen Courts and hereby further irrevocably and unconditionally waives and agrees not to 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 action, cause of action based uponaction, arising out claim, cross-claim or third-party claim of any kind or related to any representation or warranty made in description, whether at law or in connection with this Agreement)equity, whether in contract or for recognition in tort or enforcement of otherwise, in any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), (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 proceeding arising out of or way relating to this Agreement or any of the negotiationtransactions contemplated by this Agreement, execution in any forum other than the Chosen Courts, and that the provisions of Section 8.09(c) relating to the waiver of jury trial shall apply to any such action, cause of action, claim, cross-claim or performance 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 Agreement (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 AgreementSection 8.09(a) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in any other jurisdictions jurisdiction within or outside the United States by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service judgment, a certified copy of which shall be conclusive evidence of the summons fact and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies amount of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9judgment.

Governing Law; Jurisdiction; Waiver of Jury Trial. 6.2.1 This AgreementAgreement shall be construed and enforced in accordance with, and all claims the rights of the Parties shall be governed by, the laws of the State of Texas, without giving effect to the conflict of laws principles thereof. Each of the Parties irrevocably agrees that any legal action, suit, or causes of action (whether in contract, tort or otherwise) that may be based upon, arise proceeding arising out of or relate relating to this Agreement brought by any Party or its successors or assigns shall be brought and determined in the Bankruptcy Court, and each of the Parties hereby irrevocably submits to the jurisdiction of the Bankruptcy Court for itself and with respect to its property, generally and unconditionally, with regard to any such proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the law of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of lawsMidstream Transaction. Each of the parties Parties agrees not to commence any proceeding relating hereto or to the Midstream Transaction or any of the other covenants or agreements set forth herein except in the Bankruptcy Court, other than proceedings in any court of competent jurisdiction to enforce any judgment, decree, or award rendered by the Bankruptcy Court. Each of the Parties further agrees that notice as provided in section 6.10 shall constitute sufficient service of process, and the Parties further waive any argument that such service is insufficient. Each of the Parties hereby irrevocably and unconditionally (a) submitswaives and agrees not to assert by way of motion or as a defense, for itself and its propertycounterclaim, to the exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), and any appellate court from any thereofotherwise, in any action legal action, suit, or proceeding arising out of or relating to this Agreement or the negotiationMidstream Transaction, execution or performance of this Agreement (including a) any claim or cause of action based upon, arising out of or related that it is not personally subject to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Bankruptcy Court as described herein for the District of Delaware)any reason, (b) waivesthat it or its property is exempt or immune from jurisdiction of the Bankruptcy Court, or from any legal process commenced in the Bankruptcy Court (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), or (c) that (i) a proceeding in the Bankruptcy Court is brought in an inconvenient forum, (ii) the venue of such proceeding is improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by the Bankruptcy Court, and each Party further consents to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to entry of a Final Order by the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) Bankruptcy Court in the Delaware event that the Bankruptcy Court of Chancery or in any other state another court of competent jurisdiction concludes that the State Bankruptcy Court cannot or could not enter a final order or judgment consistent with Article III of Delaware or the United States District Court for Constitution absent the District consent of Delaware, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action some or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service all of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9Parties.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by by, construed and construed enforced in accordance with the law of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court Laws of the State of Delaware or without regard to the United States District Court for the District conflict of Delaware), and any appellate court from any laws principles thereof, in any action or proceeding . All Actions arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any court in which appeal from such Delaware Court courts may be taken) (the "Specified Courts"). Each party hereto (and Borqs to the extent of Chancery its third party beneficiary rights) hereby (or, only if a) submits to the Delaware Court exclusive jurisdiction of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Specified Court for the District of Delaware), (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 purpose of any suit, action or proceeding Action arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement and (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 Agreementb) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) irrevocably waives, and agrees not to the fullest extent permitted assert by Lawway of motion, the defense of an inconvenient forum to the maintenance of such action or proceeding otherwise, in any such court Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party (and (dBorqs to the extent of its third party beneficiary rights) agrees that a final judgment in any such suit, action or proceeding 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 party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding Action relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party party at the applicable address set forth in Section 12.312. Nothing in this Section 12.9 18 shall affect the right of any Party party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO (AND BORQS TO THE EXTENT OF ITS THIRD PARTY BENEFICIARY RIGHTS) HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement(a) All disputes, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise controversies arising out of or relate relating to this Agreement Agreement, or the negotiation, execution validity or performance of this Agreement (including any claim Agreement, or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) the transactions contemplated hereby shall be governed by and construed in accordance with the law laws of the State of Delaware, regardless Delaware without regard to its rules of the laws that might otherwise govern under applicable principles of conflicts conflict of laws. Each of the parties hereto Company, Parent and Merger Sub hereby irrevocably and unconditionally (a) submits, for itself and its property, consents to submit to the sole and exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of in the State of Delaware or the United States District Court for the District of Delaware), and any appellate court from of appeal therefrom (the “Chosen Courts”) for any thereof, in any action or proceeding litigation arising out of or relating to this Agreement Agreement, or the negotiation, execution validity or performance of this Agreement Agreement, or the transactions contemplated hereby (including and agrees not to commence any claim or cause of action based upon, arising out of or related to any representation or warranty made litigation relating thereto except in or in connection with this Agreementsuch courts), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), (b) waives, to the fullest extent it may legally and effectively do so, waives any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) such litigation in the Delaware Court of Chancery Chosen Courts and agrees not to plead or claim in any other state court Chosen Court that such litigation brought therein has been brought in any inconvenient forum. Each of the parties hereto agrees, (i) to the extent such party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware or as such party’s agent for acceptance of legal process and (ii) that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States District Court for Postal Service constituting evidence of valid service. Service made pursuant to (i) or (ii) above shall have the District same legal force and effect as if served upon such party personally within the State of Delaware, (c) waives, to . The parties hereto agree that irreparable damage would occur in the fullest extent permitted by Law, event that any of the defense provisions of an inconvenient forum to this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding parties shall be conclusive entitled to an injunction or injunctions to prevent breaches of this Agreement and may be enforced to enforce specifically the terms and provisions hereof in the Chosen Courts, this being in addition to any other jurisdictions by suit on the judgment remedy to which they are entitled at law or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9equity.

Governing Law; Jurisdiction; Waiver of Jury Trial. This AgreementLimited Guaranty, and all claims or causes of action (whether at Law, in contract, contract or in tort or otherwise) that may be based upon, arise out of or relate to this Agreement Limited Guaranty or the negotiation, execution or performance of this Agreement (including any claim or cause of action based uponhereof, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the law Laws of the State of Delaware, regardless without giving effect to any choice or conflict of law provision or rule (whether of the laws State of Delaware or any other jurisdiction) that might otherwise govern under applicable principles would cause the application of conflicts the Laws of lawsany jurisdiction other than the State of Delaware. Each of the parties hereto hereby irrevocably agrees that any legal suit, action or proceeding with respect to this Limited Guaranty and unconditionally (a) submitsthe rights and obligations arising hereunder, or for itself recognition and enforcement of any judgment in respect of this Limited Guaranty and the rights and obligations arising hereunder brought by the other party hereto or its propertysuccessors or assigns, to the exclusive jurisdiction of shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state or federal court of within the State of Delaware or Delaware) (collectively, the United States District Court for the District of Delaware“Chosen Courts”), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court . Each of the State of Delaware or the United States District Court for the District of Delaware), (b) waives, parties hereto hereby irrevocably submits with regard 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 proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the Chosen Courts and agrees that it will not bring any action relating to this Limited Guaranty or the transactions contemplated thereby in any court other than the Chosen Courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any suit, action or proceeding with respect to this Limited Guaranty, (i) any claim that it is not personally subject to the jurisdiction of the Chosen Courts, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such Chosen Court or from any legal process commenced in such Chosen 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 applicable Law, any claim that (A) the suit, action or proceeding in any such Chosen Court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Limited Guaranty, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or Chosen Courts. To the fullest extent permitted by applicable Law, each of the parties hereto hereby consents to process being served by any party hereto in any other manner provided suit, action or proceeding by Law. Each Party irrevocably consents to delivery of a copy thereof in accordance with the service provisions of Section 8.7 of the summons Merger Agreement and complaint and any other process in any other Proceeding relating to the transactions contemplated by Section 7 of this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIALLimited Guaranty. EACH PARTY OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO IN ANY ACTION DIRECTLY OR INDIRECTLY LEGAL PROCEEDING ARISING OUT OF, UNDER OF OR IN CONNECTION WITH RELATING TO THIS AGREEMENT LIMITED GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) CERTIFIES THAT NO REPRESENTATIVE REPRESENTATIVE, AGENT OR ATTORNEY OF ANY THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTIONLITIGATION, SEEK TO ENFORCE THAT THE FOREGOING WAIVER AND WAIVER, (B) ACKNOWLEDGES THAT IT EACH SUCH PARTY HERETO UNDERSTANDS AND HAS CONSIDERED THE OTHER PARTIES HERETO HAVE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT LIMITED GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.910.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and all claims any claim, suit, action or causes of action (whether proceeding in contract, tort or otherwise) that may be based upon, arise any way arising out of or relate relating to this Agreement or Agreement, the negotiation, execution or performance of this Agreement Agreement, or the transactions contemplated hereby (including any claim or cause of action based upon, arising out of or related to any representation or warranty made whether in law or in connection with this Agreement) equity, and whether in contract or in tort or otherwise), shall be governed by and construed in accordance with enforced pursuant to the law laws of the State of Delaware, regardless its rules of the conflict of laws that might otherwise govern under applicable principles of conflicts of lawsnotwithstanding. Each of the parties hereto party hereby irrevocably agrees and unconditionally (a) submits, for itself and its property, consents to be subject to the exclusive jurisdiction of the Delaware Court of Chancery (orof the State of Delaware located in Wilmington, only Delaware and, if the Delaware such Court of Chancery declines to accept jurisdiction over a particular matterexercise jurisdiction, any other state court of the State of Delaware or the United States District Court for the District of Delaware), and any appellate court from any thereof, located in any action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), (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 in any suit, action or proceeding arising out of or relating to this Agreement or described in the negotiation, execution or performance immediately preceding sentence of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waives, Section 9.08(a). Each party hereby irrevocably consents to the fullest extent permitted by Law, the defense service of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment all process in any such suit, action or proceeding shall be conclusive by the delivery of such process to such party at the address and may be enforced in other jurisdictions by the manner provided in Section 9.01. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit on or proceeding arising out of this Agreement or the judgment 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 action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties hereto hereby agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process equity, whether in contract or in tort or otherwise, in any other Proceeding way relating to this Agreement or any of the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any forum other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OFthan the Court of Chancery of the State of Delaware located in Wilmington, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (ADelaware and, if such Court of Chancery declines to exercise jurisdiction, the United States District Court located in the State of Delaware, and that the provisions of Section 9.08(b) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTEDrelating to the waiver of jury trial shall apply to any such action, EXPRESSLY OR OTHERWISEcause of action, THAT SUCH OTHER PARTY WOULD NOTclaim, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9cross-claim or third-party claim.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This AgreementAgreement shall be deemed to be made in the State of Delaware, and together with all claims or causes of action (whether at Law, in contract, contract or in tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based uponhereof, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the law laws of the State of Delaware, regardless 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 the laws of any jurisdiction other than the State of Delaware, except that might otherwise govern under applicable principles matters relating to the internal corporate affairs of conflicts the Company, Merger Sub and the Surviving Corporation, including matters relating to the filing of lawsthe Articles of Merger, the effects of the Merger, any appraisal rights, and fiduciary obligations of the Company Board shall be governed by the laws of the state of North Carolina. Each of the parties hereto hereby irrevocably agrees that any legal action or proceeding with respect to this Agreement and unconditionally (a) submitsthe rights and obligations arising hereunder, or for itself recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its propertysuccessors or assigns, to the exclusive jurisdiction of shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state or federal court of within the State of Delaware or the United States District Court for the District of Delaware), and (the “Chosen Court”). Each of the parties hereto hereby irrevocably submits with regard to any appellate court from any thereof, in any such action or proceeding arising out for itself and in respect of or its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the negotiation, execution or performance of transactions contemplated by this Agreement (including in any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if court other than the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court aforesaid courts. Each of the State of Delaware or the United States District Court for the District of Delaware), (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 proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waivesparties hereto, to the fullest extent permitted by Law, the defense hereby irrevocably waives, and agrees not to assert, by way of an inconvenient forum motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the maintenance jurisdiction of the above named courts, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable Law, any claim that (A) the suit, action or proceeding in any such court and is brought in an inconvenient forum, (dB) agrees that a final judgment in any the venue of such suit, action or proceeding shall be conclusive and is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on such courts. To the judgment or in any other manner provided fullest extent permitted by applicable Law. Each Party irrevocably , each of the parties hereto hereby consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreementaccordance with Section 7.10; provided, on behalf of itselfhowever, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 that nothing herein shall affect the right of any Party party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9.

Governing Law; Jurisdiction; Waiver of Jury Trial. This AgreementAgreement shall be construed under the laws of the state of New York, without regard to principles of conflicts of law or choice of law that would permit or require the application of the laws of another jurisdiction. The Company and the Holder each hereby agrees that all claims actions or causes of action (whether in contract, tort proceedings arising directly or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in indirectly from or in connection with this Agreement) Agreement shall be governed by and construed litigated only in accordance with the law Supreme Court of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware New York or the United States District Court for the Southern District of Delaware)New York located in New York County, New York. The Company and the Holder each consents to the exclusive jurisdiction and venue of the foregoing courts and consents that any appellate process or notice of motion or other application to either of said courts or a judge thereof may be served inside or outside the State of New York or the Southern District of New York by generally recognized overnight courier or certified or registered mail, return receipt requested, directed to such party at its or his address set forth below (and service so made shall be deemed “personal service”) or by personal service or in such other manner as may be permissible under the rules of said courts. THE COMPANY AND THE HOLDER EACH HEREBY WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS AGREEMENT. The choice of the laws of the State of New York as the governing law of this Agreement is a valid choice of law and would be recognized and given effect to in any action brought before a court of competent jurisdiction in Ontario or otherwise in Canada or such other jurisdiction applicable to the Company or any of its Subsidiaries except for those laws (i) which such court considers to be procedural in nature, (ii) which are revenue or penal laws or (iii) the application of which would be inconsistent with public policy, as such term is interpreted under the Canadian law or such other jurisdiction applicable to the Company or any of its Subsidiaries. The Company or any of their respective properties, assets or revenues does not have any right of immunity under Canadian law or such other jurisdiction applicable to the Company or any of its Subsidiaries or New York law, from any thereoflegal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of Ontario or otherwise in Canada or such other jurisdiction applicable to the Company or any of its Subsidiaries or any New York or United States federal court, from service of process, attachment upon or prior to judgment, or attachment in aid of execution of judgment, or from execution of a judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of a judgment, in any action such court, with respect to its obligations, liabilities or proceeding any other matter under or arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), (b) waivesAgreements; and, to the fullest extent it that the Company, or any of its properties, assets or revenues may legally and effectively do so, any objection which it have or may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related become entitled to any representation or warranty made in or in connection with this Agreement) in the Delaware Court such right of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding immunity in any such court in which proceedings may at any time be commenced, the Company hereby waives such right to the extent permitted by law and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably hereby consents to the service of the summons such relief and complaint and any other process enforcement as provided in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, Agreement and all claims Actions seeking to enforce any provision of, or causes of action (whether in contract, tort or otherwise) that may be based upon, arise on any matter arising out of or relate to in connection with, this Agreement or the negotiationtransactions contemplated hereby, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the law laws of the State of Delaware, regardless its rules of conflict of laws notwithstanding. Each party hereby agrees and irrevocably consents to be subject to the jurisdiction of the laws that might otherwise govern under applicable principles Court of conflicts Chancery of lawsthe State of Delaware in and for New Castle County, or if the Court of Chancery lacks jurisdiction over such dispute, in any state or federal court having jurisdiction over the matter situated in New Castle County, Delaware, in any Action 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. Each party hereby irrevocably consents to the service of any and all process in any such Action by the delivery of such process to such party at the address and in the manner provided in Section 10.1 hereof or by any other legally available method. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), (b) waives, to the fullest extent it may legally and effectively do so, waives any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding Action arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) transactions contemplated hereby in the Delaware Court of Chancery or in any other state court of the State of Delaware in and for New Castle County, or if the United States District Court for of Chancery lacks jurisdiction over such dispute, in any state or federal court having jurisdiction over the District of matter situated in New Castle County, Delaware, (c) waives, and hereby further irrevocably and unconditionally waives and agrees not to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action plead or proceeding claim in any such court and (d) agrees that a final judgment any such Action brought in any such suitcourt has been brought in an inconvenient forum. For the avoidance of doubt, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 10.12(a) shall affect the right apply with respect to any claim involving assertions of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9Fraud.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) Warrant shall be governed by by, and construed in accordance with the law of the State of Delawarewith, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), applicable to contracts executed in and any appellate court from any thereof, to be performed in any action or proceeding that State. All legal actions and proceedings arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding Warrant shall be heard and determined exclusively in such any Delaware Court of Chancery (orCourt; provided, only that if jurisdiction is not then available in the Delaware Court of Chancery declines to accept jurisdiction over a particular matterCourt, then any other state such legal action may be brought in any federal court of located in the State of Delaware or any other Delaware state court. The parties hereto hereby (a) irrevocably submit to the United States District Court exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the District of Delaware), (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 purpose of any suit, action or proceeding arising out of or relating to this Agreement Warrant brought by any party hereto, and (b) agree not to commence any action relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the negotiationparties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, execution and agrees not to assert, by way of motion or performance of this Agreement (including as a defense, counterclaim or otherwise, in any claim or cause of action based upon, arising out of or related relating to this Warrant or the transactions contemplated hereby, (a) any representation or warranty made in or in connection with this Agreement) in claim that it is not personally subject to the Delaware Court of Chancery or in any other state court jurisdiction of the State courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of Delaware any such court or the United States District Court for the District from any legal process commenced in such courts (whether through service of Delawarenotice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) waives, to that (i) the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and is brought in an inconvenient forum, (dii) agrees that a final judgment in any the venue of such suitaction is improper or (iii) this Warrant, action or proceeding shall be conclusive and the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by Lawsuch courts. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9WARRANT IS HEREBY WAIVED.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, Agreement is entered into under and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the law laws of the State of Delaware, regardless excluding that State’s choice-of-law principles, and all claims relating to or arising out of this Agreement, or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws that might otherwise govern under applicable principles of conflicts of laws. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware, excluding that State’s choice-of-law principles. Furthermore, the parties hereto do FULLY AND FOREVER WAIVE ALL OF THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY FOR ANY PROCEEDING ARISING OUT OF THIS AGREEMENT OR RELATED TO THE SALE OF PREFERRED UNITS. The parties hereto further agree that any and all claims, disputes or controversies arising from or related to this Agreement, existing at or arising after the effective date of this Agreement, will be submitted to binding arbitration under the Delaware or Rapid Arbitration Act, as amended from time to time (the United States District Court for the District of Delaware“DRAA”), and the rules for DRAA arbitrations adopted by the DRAA and the Delaware courts (the “Arbitration Rules”) shall govern all aspects of the arbitration. In no event shall class arbitration be permitted, and the arbitrator shall have no authority to conduct any appellate class arbitration. The parties knowingly and voluntarily consent to the waiver of any rights resulting from this Arbitration Provision or application of the DRAA or the Arbitration Rules. The parties agree that arbitration shall be the sole and exclusive forum for resolving disputes subject to this Arbitration Provision. In the event a party initiates litigation in violation of this Arbitration Provision, such action shall be subject to dismissal, with the reasonable fees and expenses of the non-initiating party or parties paid by the party or parties that initiated the action. Nothing in this Arbitration Provision shall limit the right of a party to seek an order from a court of competent jurisdiction (a) dismissing litigation brought in violation of this Arbitration Provision or (b) compelling a party to arbitrate in accordance with this Arbitration Provision. In the event such an order is sought and obtained, the non-prevailing party shall pay all reasonable fees and expenses of the prevailing party. The parties stipulate and agree that a violation of this Arbitration Provision shall constitute irreparable harm and that, on proof of a breach, the party seeking relief from any thereofsuch violation shall be entitled to equitable relief including, in any action but not limited to, an injunction or proceeding arising out of or specific performance. To the extent permitted under the DRAA, all hearings relating to this Agreement the arbitration, along with the arbitration itself, will take place in either San Diego, California or the negotiationState of Delaware, execution or performance per the sole election of this Agreement (including the Manager. Notwithstanding anything herein to the contrary, each party to the arbitration will bear its own attorneys’ fees relating to the arbitration, regardless of the which party prevails in such arbitration. In the event that the binding arbitration provision above is not enforceable, the parties hereby subject themselves to the jurisdiction of the federal and state courts located within the State of California and agree that the exclusive venue and place of jurisdiction for any claim or cause of action based upon, lawsuit arising out of under or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement the sale of any judgment, and agrees that all claims in respect of any such action or proceeding the Preferred Units shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), (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 proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery federal or in any other state court of the State of Delaware or the United States District Court for the District of Delawarecourts located within San Diego County, (c) waives, California. The parties hereto waive to the fullest extent permitted by Law, the defense of an inconvenient forum applicable law all claims to the maintenance of such action or proceeding consequential and punitive damages in any such court and (d) agrees that a final judgment in arbitration or other legal action brought by any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in of them against any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and them in respect of (i) any other process in claim among or between any other Proceeding relating to the transactions contemplated by of them arising under this Agreement, on behalf of itselfthe related Private Placement Memorandum, or its propertyany other agreement or agreements between or among any of them at any time, by personal delivery of copies of including any such process agreements, whether written or oral, made or alleged to such Party have been made at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right any time, and (ii) any and all claims arising under common law or under any statute of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9state or the United States of America.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and all claims or causes of action (whether in contractany related disputes, tort or otherwise) that may be based uponcontroversies, arise out of or relate to this Agreement or the negotiationclaims, execution or performance of this Agreement (including any claim or cause of action based uponand similar actions hereunder and thereunder, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the law laws of the State of Delaware, regardless 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 the laws that might otherwise govern under applicable principles of conflicts any jurisdiction other than the State of lawsDelaware. Each In addition, each of the parties hereto hereby irrevocably agrees that any legal action or proceeding with respect to this Agreement and unconditionally (a) submitsthe rights and obligations arising hereunder, or for itself recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its propertysuccessors or assigns, to the exclusive jurisdiction of shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, only solely if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state or federal court of within the State of Delaware or the United States District Court for the District of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or 77 4840-5838-5626.18 proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and any appellate court from any thereofagrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating with respect to this Agreement or the negotiationAgreement, execution or performance of this Agreement (including i) any claim or cause that it is not personally subject to the jurisdiction of action based upon, arising out of or related the above named courts for any reason other than the failure to any representation or warranty made serve in or in connection accordance with this AgreementSection 6.08(a), (ii) any claim that it or for recognition its property is exempt or enforcement of any judgment, and agrees that all claims in respect immune from the jurisdiction of any such action court or proceeding shall be heard and determined from any legal process commenced in such Delaware Court courts (whether through service of Chancery (ornotice, only if the Delaware Court attachment prior to judgment, attachment in aid of Chancery declines to accept jurisdiction over a particular matter, any other state court execution of the State of Delaware or the United States District Court for the District of Delaware), (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 proceeding arising out of or relating to this Agreement or the negotiationjudgment, execution of judgment or performance of this Agreement otherwise) and (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 Agreementiii) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by Lawthe applicable law, any claim that (A) the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court and is brought in an inconvenient forum, (dB) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby. The parties hereto agree that a final judgment in any such suit, action suit or proceeding in connection with this Agreement or the transactions contemplated hereby adjudicated in accordance with this Section 6.08(a) shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents applicable law; provided, however, that nothing in the foregoing shall restrict any party’s rights to the service of the summons and complaint and seek any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itselfpost-judgment relief regarding, or its propertyany appeal from, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9a final trial court judgment.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and all claims any claim, suit, action or causes of action (whether proceeding in contract, tort or otherwise) that may be based upon, arise any way arising out of or relate relating to this Agreement or and the Ancillary Agreements, the negotiation, execution or performance of this Agreement and the Ancillary Agreements, or the transactions contemplated hereby and thereby (including any claim or cause of action based upon, arising out of or related to any representation or warranty made whether in law or in connection with this Agreement) equity, and whether in contract or in tort or otherwise), shall be governed by and construed in accordance with enforced pursuant to the law laws of the State of Delaware, regardless its rules of conflict of laws notwithstanding, and so far as applicable, the provisions of the laws that might otherwise govern under applicable principles of conflicts of lawsDGCL. Each of the parties hereto party hereby irrevocably agrees and unconditionally (a) submits, for itself and its property, consents to be subject to the exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or Delaware, or, if the Court of Chancery lacks jurisdiction, the United States District Court for the District of Delaware or the Superior Court of the State of Delaware), and any appellate court from any thereof, in any suit, action or proceeding described in the immediately preceding sentence of this Section 10.07(a). Each party hereby irrevocably consents to the service of any and all process in any such suit, action or proceeding by the delivery of such process to such party at the address and 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 or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement transactions contemplated hereby in (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware i) the Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or Delaware, (ii) the United States District Court for the District of Delaware), Delaware or (biii) 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 proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Superior Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waives, and hereby further irrevocably and unconditionally waives and agrees not to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action plead or proceeding claim in any such court and (d) agrees that a final judgment any such action, suit or proceeding brought in any such suit, action or proceeding shall be conclusive and may be enforced court has been brought in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9an inconvenient forum.

Governing Law; Jurisdiction; Waiver of Jury Trial. This AgreementTo the maximum extent permitted by applicable Law, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance provisions of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) Assignment shall be governed by and construed and enforced in accordance with the law laws of the State of Delaware, regardless without regard to principles of conflict of laws, except with regard to issues relating to real property matters concerning the Leasehold and Mineral Interests, which shall be governed by the Laws of the laws that might otherwise govern under applicable principles of conflicts of lawsstate in which the interests constituting the Leasehold and Mineral Interests are located, as applicable. Each of the parties hereto hereby Parties agrees that the transactions contemplated by the Contribution Agreement involve at least $100,000 and that the Contribution Agreement and this Assignment have been entered into in express reliance upon 6 Del. C. § 2708. Each of the Parties irrevocably and unconditionally confirms and agrees (a) submits, for itself that it is and its property, shall continue to be subject to the exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court courts of the State of Delaware or and of the United States District Court for federal courts sitting in the District State of Delaware), and any appellate court from any thereof(b) (i) to the extent that such Party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in any action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or as such Party’s agent for acceptance of legal process and notify the United States District Court for the District of Delaware), (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 proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or in any other state court Parties of the State name and address of Delaware or the United States District Court for the District of Delawaresuch agent, and (cii) waives, to the fullest extent permitted by Law, that service of process may also be made on such Party by prepaid certified mail with a proof of mailing receipt validated by the defense U.S. Postal Service constituting evidence of an inconvenient forum valid service, and that, to the maintenance of such action fullest extent permitted by applicable Law, service made pursuant to (b)(i) or proceeding in any such court (ii) above shall have the same legal force and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to effect as if served upon such Party at personally within the applicable address set forth in Section 12.3State of Delaware. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW 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 WITH IN RESPECT TO OF ANY ACTION LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH RELATING TO THIS AGREEMENT ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO BY THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.9ASSIGNMENT.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by by, and construed in accordance with with, the law laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of lawslaws thereof. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, In any other state court of the State of Delaware or the United States District Court for the District of Delaware), and any appellate court from any thereof, in any action Action or proceeding arising out of or relating to this Agreement or any of the negotiationTransactions: (i) each of the parties irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware and any state appellate court therefrom or, execution if (but only if) such court lacks subject matter jurisdiction, the United States District Court sitting in New Castle County in the State of Delaware and any appellate court therefrom (collectively, the “Delaware Courts”); and (ii) each of the parties irrevocably consents to service of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such party is to receive notice in accordance with Section 9.2. Each of the parties irrevocably and unconditionally (1) agrees not to commence any such Action or performance of this Agreement proceeding except in the Delaware Courts, (including 2) agrees that any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action Action or proceeding shall may be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware)Courts, (b3) waives, to the fullest extent it may legally and effectively do so, any objection which that it may now or hereafter have to the jurisdiction or laying of venue of any suit, action such Action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, Courts and (c4) waives, to the fullest extent permitted by Lawlaw, the defense of an inconvenient forum to the maintenance of such action Action or proceeding in any such court and (d) agrees the Delaware Courts. The parties agree that a final judgment in any such suit, action Action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents Applicable Laws; provided, that nothing in the foregoing shall restrict any party’s rights to the service of the summons and complaint and seek any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itselfpost-judgment relief regarding, or its propertyany appeal from, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9final trial court judgment.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by by, and construed in accordance with with, the law Laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that State, regardless of the laws Law that might otherwise govern under applicable principles of conflicts of lawsLaw thereof. Each of the parties hereto hereby irrevocably agrees that any legal action or Proceeding with respect to this Agreement and unconditionally (a) submitsthe rights and obligations arising hereunder, for itself shall be brought and its property, to the exclusive jurisdiction of determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state or federal court of within the State of Delaware or the United States District Court for the District of Delaware). Each of the parties hereto consents to service of process being made upon it through the notice procedures set forth in Section 8.8, irrevocably submits with regard to any such action or Proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties hereto irrevocably waives, and any appellate court from any thereofagrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating Proceeding with respect to this Agreement or the negotiationAgreement, execution or performance of this Agreement (including i) any claim or cause that it is not personally subject to the jurisdiction of action based upon, arising out of or related the above named courts for any reason other than the failure to any representation or warranty made serve in or in connection accordance with this Agreement)Section 8.7, (ii) any claim that it or for recognition its property is exempt or enforcement of any judgment, and agrees that all claims in respect immune from the jurisdiction of any such action court or proceeding shall be heard and determined from any legal process commenced in such Delaware Court courts (whether through service of Chancery (ornotice, only if the Delaware Court attachment prior to judgment, attachment in aid of Chancery declines to accept jurisdiction over a particular matter, any other state court execution of the State of Delaware or the United States District Court for the District of Delaware), (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 proceeding arising out of or relating to this Agreement or the negotiationjudgment, execution of judgment or performance of this Agreement otherwise) and (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 Agreementiii) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by applicable Law, any claim that (A) the defense of suit, action or Proceeding in such court is brought in an inconvenient forum to forum, (B) the maintenance venue of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and Proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by Lawsuch courts. Each Party irrevocably consents party hereto expressly acknowledges that the foregoing waiver is intended to be irrevocable under the service Law of the summons State of Delaware and complaint of the United States of America; provided, however, that each such party’s consent to jurisdiction and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing service contained in this Section 12.9 8.7(a) is solely for the purposes referred to in this Section 8.7(a) and shall affect not be deemed to be a general submission to such courts or in the right State of any Party to serve legal process in any Delaware other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9than for such purposes.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This AgreementAgreement shall be deemed to be made in the State of Delaware, and together with all claims or causes of action (whether at Law, in contract, contract or in tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based uponhereof, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the law laws of the State of Delaware, regardless 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 the laws of any jurisdiction other than the State of Delaware, except that might otherwise govern under applicable principles matters relating to the internal corporate affairs of conflicts the Company, Merger Sub and the Surviving Corporation, including matters relating to the filing of lawsthe Articles of Merger, the effects of the Merger, any appraisal rights, and fiduciary obligations of the Company Board shall be governed by the laws of the state of North Carolina. Each of the parties hereto hereby irrevocably agrees that any legal action or proceeding with respect to this Agreement and unconditionally (a) submitsthe rights and obligations arising hereunder, or for itself recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its propertysuccessors or assigns, to the exclusive jurisdiction of shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state or federal court of within the State of Delaware or the United States District Court for the District of Delaware), and (the "Chosen Court"). Each of the parties hereto hereby irrevocably submits with regard to any appellate court from any thereof, in any such action or proceeding arising out for itself and in respect of or its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the negotiation, execution or performance of transactions contemplated by this Agreement (including in any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if court other than the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court aforesaid courts. Each of the State of Delaware or the United States District Court for the District of Delaware), (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 proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waivesparties hereto, to the fullest extent permitted by Law, the defense hereby irrevocably waives, and agrees not to assert, by way of an inconvenient forum motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the maintenance jurisdiction of the above named courts, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable Law, any claim that (A) the suit, action or proceeding in any such court and is brought in an inconvenient forum, (dB) agrees that a final judgment in any the venue of such suit, action or proceeding shall be conclusive and is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on such courts. To the judgment or in any other manner provided fullest extent permitted by applicable Law. Each Party irrevocably , each of the parties hereto hereby consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreementaccordance with Section 7.10; provided, on behalf of itselfhowever, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 that nothing herein shall affect the right of any Party party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by by, and construed in accordance with with, the law Laws of the State of Delaware, applicable to contracts executed in and to be performed entirely within that State, regardless of the laws Law that might otherwise govern under applicable principles of conflicts of lawsLaw thereof. Each of the parties hereto hereby irrevocably agrees that any legal action or Proceeding with respect to this Agreement and unconditionally (a) submitsthe rights and obligations arising hereunder, for itself shall be brought and its property, to the exclusive jurisdiction of determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state or federal court of within the State of Delaware or the United States District Court for the District of Delaware). Each of the parties hereto consents to service of process being made upon it through the notice procedures set forth in Section 9.9, irrevocably submits with regard to any such action or Proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties hereto irrevocably waives, and any appellate court from any thereofagrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating Proceeding with respect to this Agreement or the negotiationAgreement, execution or performance of this Agreement (including i) any claim or cause that it is not personally subject to the jurisdiction of action based upon, arising out of or related the above named courts for any reason other than the failure to any representation or warranty made serve in or in connection accordance with this Agreement)Section 9.7, (ii) any claim that it or for recognition its property is exempt or enforcement of any judgment, and agrees that all claims in respect immune from the jurisdiction of any such action court or proceeding shall be heard and determined from any legal process commenced in such Delaware Court courts (whether through service of Chancery (ornotice, only if the Delaware Court attachment prior to judgment, attachment in aid of Chancery declines to accept jurisdiction over a particular matter, any other state court execution of the State of Delaware or the United States District Court for the District of Delaware), (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 proceeding arising out of or relating to this Agreement or the negotiationjudgment, execution of judgment or performance of this Agreement otherwise) and (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 Agreementiii) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by the applicable Law, any claim that (A) the defense of suit, action or Proceeding in such court is brought in an inconvenient forum to forum, (B) the maintenance venue of such action or proceeding in any such court and (d) agrees that a final judgment in any such suit, action or proceeding shall be conclusive and Proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by Lawsuch courts. Each Party irrevocably consents party hereto expressly acknowledges that the foregoing waiver is intended to be irrevocable under the service Law of the summons State of Delaware and complaint of the United States of America; provided, however, that each such party’s consent to jurisdiction and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing service contained in this Section 12.9 9.7(a) is solely for the purposes referred to in this Section 9.7(a) and shall affect not be deemed to be a general submission to such courts or in the right State of any Party to serve legal process in any Delaware other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9than for such purposes.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, and all claims any dispute, claim, legal action, suit, proceeding or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, controversy arising out of or related to any representation or warranty made in or in connection with this Agreement) relating hereto, shall be governed by by, and construed in accordance with with, the law Laws of the State of Delaware, regardless without giving effect to any choice or conflict of laws provision or rule (whether of the laws State of Delaware or any other jurisdiction) that might otherwise govern under applicable principles would cause the application of conflicts the Laws of lawsany jurisdiction other than the State of Delaware. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself expressly and its property, irrevocably submits to the exclusive personal jurisdiction of the state courts of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matterChancery, any other state court of the State of Delaware or any federal court sitting in the United States District Court for the District State of Delaware), and in the event any appellate court dispute 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 thereofsuch court, in (c) agrees that it will not bring any action or proceeding arising out of or Action relating to this Agreement or the negotiation, execution or performance of this Agreement (including transactions contemplated hereby in any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if court other than the Delaware Court of Chancery declines to accept jurisdiction over a particular matterChancery, any other state court of the State of Delaware or any federal court sitting in the United States District Court for the District State of Delaware), (bd) 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 proceeding Action arising out of or relating to this Agreement or and (e) agrees that each of the negotiation, execution or performance other parties hereto shall have the right to bring any Action for enforcement of this Agreement (including any claim or cause a judgment entered by the state courts of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or in Chancery, any other state court of the State of Delaware or any federal court sitting in the United States District Court for the District State of Delaware, (c) waives, to . Each of the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) parties hereto agrees that a final judgment in any such suit, action or proceeding Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the law domestic laws of the State of Delaware, regardless Delaware without giving effect to any choice or conflict of the laws that might otherwise govern under applicable principles of conflicts of laws. Each of the parties hereto hereby irrevocably and unconditionally law provision or rule (a) submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court whether of the State of Delaware or any other jurisdiction) that would cause the United States District Court for application of the District laws of any jurisdiction other than the State of Delaware), and . Each party hereto submits to the jurisdiction of any appellate state or federal court from any thereofsitting in the State of Delaware, in any action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such the action or proceeding shall may be heard and determined in any such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines court. Each party also agrees not to accept jurisdiction over a particular matter, bring any other state court of the State of Delaware or the United States District Court for the District of Delaware), (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 proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by Law, the court. Each party hereto waives any defense of an inconvenient forum to the maintenance of such any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other party with respect thereto. Any party may make service on any other party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 10(i) above. Nothing in this Section 10(j), however, shall affect the right of any party to bring any action or proceeding arising out of or relating to this Agreement in any such other court and (d) or to serve legal process in any other manner permitted by law or at equity. Each party agrees that a final judgment in any such suit, action or proceeding so brought shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, law or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIALequity. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO IN ANY ACTION DIRECTLY LITIGATION, ACTION, PROCEEDING, CROSS-CLAIM, OR INDIRECTLY COUNTERCLAIM IN ANY COURT (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF, UNDER RELATING TO OR IN CONNECTION WITH (I) THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO VALIDITY, PERFORMANCE, INTERPRETATION, COLLECTION OR ENFORCEMENT HEREOF OR (AII) CERTIFIES THAT NO REPRESENTATIVE THE ACTIONS OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, THE PARTIES IN THE EVENT OF ANY ACTIONNEGOTIATION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 SECTION 12.9DELIVERY, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement, and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the law Laws of the State of DelawareMissouri, regardless without giving effect to the choice of law principles thereof to the extent that the application of the laws that might otherwise govern under applicable principles Laws of conflicts another jurisdiction would be required thereby. All actions, suits or proceedings arising out of laws. Each or relating to this Agreement or any of the other Transaction Documents shall be heard and determined exclusively in any Missouri state or federal court. The parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, submit to the exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state or federal court of the State of Delaware or the United States District Court sitting in Missouri for the District purpose of Delaware)any action, and any appellate court from any thereof, in any action suit or proceeding arising out of or relating to this Agreement or any of the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgmentother Transaction Documents, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court of the State of Delaware or the United States District Court for the District of Delaware), (b) waivesirrevocably waive, and agree not to the fullest extent it may legally and effectively do soassert by way of motion, any objection which it may now defense, or hereafter have to the laying of venue of any suitotherwise, action or proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) action, suit or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action, suit or proceeding is brought in an inconvenient forum, that the venue of the action, suit or proceeding is improper, or that this Agreement, any of the other Transaction Documents or any of the Contemplated Transactions may not be enforced in or by any of the above-named courts. Each of the parties hereto agrees that a final judgment in any such suit, action or proceeding shall be conclusive and dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably of the parties hereto hereby consents to the service of the summons and complaint and process being served by any other process party to this Agreement in any other Proceeding relating to the transactions contemplated suit, action or proceeding by this Agreement, on behalf of itself, or its property, by personal delivery of copies a copy thereof in accordance with the provisions of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL8.2. EACH PARTY HERETO HEREBY WAIVES IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A LEGALLY AND EFFECTIVELY DO SO, TRIAL BY JURY WITH RESPECT TO IN ANY SUIT, ACTION DIRECTLY OR INDIRECTLY PROCEEDING ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9HEREUNDER.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This AgreementAgreement shall be deemed to be made in the State of Delaware, and together with all claims or causes of action (whether at Law, in contract, contract or in tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based uponhereof, arising out of or related to any representation or warranty made in or in connection with this Agreement) shall be governed by and construed in accordance with the law laws of the State of Delaware, regardless 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 the laws of any jurisdiction other than the State of Delaware, except that might otherwise govern under applicable principles matters relating to the internal corporate affairs of conflicts the Company, Merger Sub and the Surviving Corporation, including matters relating to the filing of lawsthe Articles of Merger, the effects of the Merger, any appraisal rights, and fiduciary obligations of the Company Board shall be governed by the laws of the state of North Carolina. Each of the parties hereto hereby irrevocably agrees that any legal action or proceeding with respect to this Agreement and unconditionally (a) submitsthe rights and obligations arising hereunder, or for itself recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its propertysuccessors or assigns, to the exclusive jurisdiction of shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state or federal court of within the State of Delaware or the United States District Court for the District of Delaware), and (the "Chosen Court"). Each of the parties hereto hereby irrevocably submits with regard to any appellate court from any thereof, in any such action or proceeding arising out for itself and in respect of or its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the negotiation, execution or performance of transactions contemplated by this Agreement (including in any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if court other than the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court aforesaid courts. Each of the State of Delaware or the United States District Court for the District of Delaware), (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 proceeding arising out of or relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waivesparties hereto, to the fullest extent permitted by Law, the defense hereby irrevocably waives, and agrees not to assert, by way of an inconvenient forum motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the maintenance jurisdiction of the above named courts, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable Law, any claim that (A) the suit, action or proceeding in any such court and is brought in an inconvenient forum, (dB) agrees that a final judgment in any the venue of such suit, action or proceeding shall be conclusive and is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on such courts. To the judgment or in any other manner provided fullest extent permitted by applicable Law. Each Party irrevocably , each of the parties hereto hereby consents to the service of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreementaccordance with Section 7.10; provided, on behalf of itselfhowever, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3. Nothing in this Section 12.9 that nothing herein shall affect the right of any Party party to serve legal process in any other manner permitted by Law. WAIVER (b) Notwithstanding anything herein to the contrary, each of the parties irrevocably agrees that any legal action or proceeding involving any Debt Financing Sources (or any of their respective Affiliates or their or their respective Affiliates' Representatives) arising out of or relating to this Agreement, the Debt Letters or the Financing shall be brought and determined in the Supreme Court of the State of New York, County of New York and that any such legal action or proceeding shall be governed by, and construed in accordance with, the laws of the State of New York without regard to the conflicts of law rules of such State that would result in the application of the laws of any other state; provided, that if jurisdiction is not then available in the Supreme Court of the State of New York, County of New York, then any such 69 legal action or proceeding may be brought in any federal court located in the State of New York (and, in each case, any appellate courts thereof). Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding involving any Debt Financing Sources (or any of their respective Affiliates or their or their respective Affiliates' officers, directors, employees, agents and representatives) arising out of or relating to this Agreement, the Debt Letters or the Financing and the transactions contemplated hereby or thereby. Each of the parties agrees not to commence any action, suit or proceeding involving any Debt Financing Sources (or any of their respective Affiliates or their or their respective Affiliates' officers, directors, employees, agents and representatives) relating thereto except in the courts described above in New York, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in New York as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding involving any Debt Financing Sources (or any of their respective Affiliates or their or their respective Affiliates' officers, directors, employees, agents and representatives) arising out of or relating to this Agreement, the Debt Letters or the Financing or the transactions contemplated hereby or thereby, (x) any claim that it is not personally subject to the jurisdiction of the courts in New York as described herein for any reason, (y) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (z) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, the Debt Letters, the Financing, or the subject matter hereof or thereof, may not be enforced in or by such courts. (c) EACH OF JURY TRIAL. EACH PARTY THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO IN ANY ACTION DIRECTLY OR INDIRECTLY LEGAL PROCEEDING ARISING OUT OFOF OR RELATED TO THIS AGREEMENT, UNDER OR IN CONNECTION WITH THIS AGREEMENT THE FINANCING, THE DEBT LETTERS OR THE TRANSACTIONS CONTEMPLATED HEREBYHEREBY OR THEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9Section 7.8.

Governing Law; Jurisdiction; Waiver of Jury Trial. (a) This Agreement, the rights and all claims obligations of the parties hereto under this Agreement, and any disputes arising under or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate relating to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related shall be deemed to any representation or warranty be made in or and in connection with this Agreement) all respects shall be interpreted, construed and governed by and construed in accordance with the law of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws. Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court Law of the State of Delaware or without regard to the United States District Court for conflict of law principles thereof. (b) Each of the District of Delaware), and parties (i) agrees to any appellate court from any thereof, in any action or proceeding disputes arising out of under or relating to this Agreement or being brought before the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement), or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined in such Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any other state court Courts of the State of Delaware or (the “Chancery Court”) or, if the Chancery Court declines jurisdiction, any other Delaware state court, and the federal courts of the United States District Court for of America, in each case, located in New Castle County in the District State of DelawareDelaware (collectively, “Chosen Courts”), (bii) waivesagrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any Proceeding by or before any Governmental Entity relating to this Agreement or any of the fullest extent it may legally and effectively do sotransactions contemplated hereby in any court other than the Chosen Courts, (iv) waives any objection which that it may now or hereafter have to the laying of venue of any suitsuch Proceeding in the Chosen Courts or that such Proceeding was brought in an inconvenient court and agrees not to plead or claim the same and (v) consents to service being made through the notice procedures set forth in Section 5.9. Each of the parties hereby agrees that service of any process, action summons, notice or proceeding arising out document by U.S. registered mail to the respective addresses set forth in Section 5.9 shall be effective service of or relating to process for any Proceeding in connection with this Agreement or the negotiationtransactions contemplated hereby. Notwithstanding the foregoing in this Section 5.15(b), execution or performance of this Agreement (including a party may commence any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement) in the Delaware Court of Chancery or in any other state court of the State of Delaware or the United States District Court for the District of Delaware, (c) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such legal action or proceeding in any such a court and (d) agrees that a final other than the above- named courts solely for the purpose of enforcing an order or judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions issued by suit on the judgment or in any other manner provided by Law. Each Party irrevocably consents to the service one of the summons and complaint and any other process in any other Proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 12.3above-named courts. Nothing in this Section 12.9 shall affect the right of any Party to serve legal process in any other manner permitted by Law. WAIVER OF JURY TRIAL. (c) 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 AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH IN RESPECT TO OF ANY ACTION LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER 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 12.9.7